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FILED: NEW YORK COUNTY CLERK 09/28/2010 INDEX NO.

651612/2010
NYSCEF DOC. NO. 1 RECEIVED NYSCEF: 09/28/2010

SUPREME COURT OF THE STATE OF NEW YORK


COUNTY OF NEW YORK
- - - - - - - - - - - - - - -- - - - - - - -- - - - - - - - - -- - - x

AMBAC ASSURANCE CORPORATION and


THE SEGREGATED ACCOUNT OF AMBAC Index No. _
ASSURANCE CORPORATION, Date purchased: _

Plaintiffs,

- against - SUMMONS

COUNTRYWIDE HOME LOANS, INC.,


COUNTRYWIDE SECURITIES CORP.,
COUNTRYWIDE FINANCIAL CORP. (n.k.a.
Bank of America Home Loans), and BANK OF
AMERICA CORP.,

Defendants.

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To the above named Defendants:

YOU ARE HEREBY SUMMONED to answer the complaint in this action and to

serve a copy of your answer within 20 days after the service of this summons, exclusive of the

day of service (or within 30 days after the service is complete if this summons is not personally

delivered to you within the State of New York); and in case of your failure to submit answering

papers, judgment will be taken against you by default for the relief demanded in the complaint.

Venue in New York County is proper pursuant to CPLR §§ 501 and 503. The

bases of venue are PlaintiffAmbac Assurance Corporation's and several defendants' residence in

New York County, see CPLR §§ 503(a), (c), and a contractual provision, see CPLR § 501.
Dated: New York, New York
September 28, 2010

PATTERSON BELKNAP WEBB & TYLER LLP

Philip . Forlenza (prforlenza@pbwt.com)


Erik Haas (ehaas@pbwt.com)
Peter W. Tomlinson (pwtomlinson@pbwt.com)
1133 Avenue of the Americas
New York, New York 10036-6710
Telephone: (2 J2) 336-2000
Fax: (212) 336-2222

Attorneys/or Ambac Assurance Corporation and


The Segregated Account o/Ambac Assurance Corporation

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PATTERSON BELKNAP WEBB & TYLER LLP
Philip R. Forlenza (prforlenza@pbwt.com)
Erik Haas (ehaas@pbwt.com)
Peter W. Tomlinson (pwtomlinson@pbwt.com)
1133 Avenue of the Americas
New York, New York 10036
Telephone: (212) 336-2000
Fax: (212) 336-2222

Attorneys for Plaintifft Ambac Assurance Corporation


and The Segregated Account ofAmbac Assurance Corporation

SUPREME COURT OF THE STATE OF NEW YORK


NEW YORK COUNTY

)
AMBAC ASSURANCE CORPORATION and THE)
SEGREGATED ACCOUNT OF AMBAC ) Index No. _
ASSURANCE CORPORATION, )
) COMPLAINT
Plaintiffs, )
v. )
)
COUNTRYWIDE HOME LOANS, INC., )
COUNTRYWIDE SECURITIES CORP., )
COUNTRYWIDE FINANCIAL CORP. (n.k.a.
)
Bank of America Home Loans), and BANK OF
)
AMERICA CORP., )
)
Defendants.
--------------
)

Plaintiffs Ambac Assurance Corporation ("Ambac") and The Segregated Account

of Ambac Assurance Corporation (the "Segregated Account," collectively with Ambac,

"Plaintiffs"), by and through their attorneys Patterson Belknap Webb & Tyler LLP, for their

complaint against the defendants, Countrywide Home Loans, Inc. ("Countrywide Home"),

Countrywide Securities Corporation ("Countrywide Securities"), Countrywide Financial

Corporation (n.k.a. Bank of America Home Loans) ("Countrywide Financial," collectively with

Countrywide Home and Countrywide Securities, "Countrywide"), and Bank of America

Corporation ("Bank of America"), allege as follows:


NATURE OF THE ACTION

I. Countrywide] emerged as the number-one mortgage lender in the country

over the last decade as it fueled the inflation ofthe housing market bubble. Now that the bubble

has burst, the secret of Countrywide's short-term success-and long-term demise-has become

clear: Countrywide became the country's number-one mortgage lender by abandoning its

underwriting standards and condoning fraud by its employees, business partners, and many of its

borrowers.

2. Beginning in 2003, Countrywide rapidly grew its lending business by

"securitizing" the majority of the loans it originated. To effectuate a securitization, Countrywide

first aggregated thousands of its mortgage loans into one or more "pools." It then sold these

pools ofloans to a trust that it created for the securitization transaction. The trust, in turn, issued

securities---eertificates or notes-that were to be paid down from the cash flow from the pooled

mortgage loans. Countrywide issued these securities in numerous classes with differing

priorities of claims to the mortgage loan cash flows. To enhance their marketability,

Countrywide contracted with monoline insurers to issue financial guaranty insurance policies

that guaranteed payments due on certain classes of the securities. Securitization allowed

Countrywide to vastly increase the number of loans it could make and the fees it could earn by

providing a ready means to sell loans it originated.

3. Countrywide's ability to execute these securitizations hinged on its

assurances that it was a prudent lender that stood behind the loans it originated: The investors

who purchased the securities and the insurers that guaranteed payments to investors relied on

I References to the conduct of "Countrywide" encompass Countrywide Financial, Countrywide Home (as
its most prominent lending subsidiary), and Countrywide Securities unless made in the context of
agreements entered into in connection with the Transactions that are the subject of this action, in which
case references to "Countrywide" mean Countrywide Home.

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Countrywide's representations concerning its mortgage lending business and mortgage loans,

including Countrywide's assurances that it engaged in proper and prudent loan origination,

including "underwriting" (i.e., the process of assessing a borrower's ability to repay the

mortgage loan and the value of the mortgaged property as collateral).

4. Because Countrywide was the nation's leading mortgage originator, its

many public pronouncements that its underwriting practices were the industry's gold standard

carried signi ficant weight. Countrywide repeatedly asserted that the loans in its portfolio, from

which the loans in the transactions at issue were drawn, were originated pursuant to

Countrywide's strict underwriting standards that allowed "exceptions" only if compensating

factors were present. But what Countrywide concealed is that, contrary to its representations,

approval of "exceptions" became the rule. Countrywide failed to disclose that its business model

was premised on the perpetual origination and refinancing of loans to borrowers who did not

have the ability to make the required payments.

5. Countrywide was able to mask its practices and duplicity while residential

real estate prices continued to inflate because borrowers could flip properties they could not

atTord in the first instance and Countrywide could refinance its borrowers out of bad loans into

even larger bad loans. But in late 2007, when the real estate market collapsed, Countrywide

could no longer conceal its systemic underwriting abuses and misrepresentations.

6. The magnitude of Countrywide's malfeasance has now come to light from

the mouths of its own executives and the pages of its own internal documents. Myriad recent

legal actions contain particularized allegations regarding Countrywide's wholesale underwriting

misconduct, appraisal fraud, and predatory lending practices. As a federal district court

concluded in denying Countrywide's motion to dismiss a shareholders' derivative suit, former

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Countrywide employees credibly "tell what is essentially the same story-a rampant disregard

for underwriting standards.,,2

7. This lawsuit arises out of twelve Countrywide-sponsored residential

mortgage-backed securitization transactions that closed between 2004 and 2006. Nine of these

transactions involve securitization of home equity lines of credit ("HELOCs") secured by

second-lien mortgages (each a "Transaction," and collectively, the "HELOC Transactions"). In

such a HELOC, the borrower's equity in the property (i.e., the value of the property that exceeds

the amount of the first-lien debt) collateralizes a specific line of credit that may be drawn down

by the borrower. The HELOC Transactions are: (I) CWABS Revolving Home Equity Loan

Trust, Series CCWABS") 2004-K; (2) CWABS 2004-L; (3) CWABS 2004-M; (4) CWABS

2004-N; (5) CWABS 2004-0; (6) CWABS 2004-T; (7) CWHEQ Revolving Home Equity Loan

Trust, Series ("CWHEQ") 2005-F; (8) CWHEQ 2006-B; and (9) CWHEQ 2006-C. The

remaining three transactions involve securitization of closed-end second-lien mortgage loans

("CES"), which are also collateralized by the borrower's remaining equity, but the loan is for a

fixed amount (each a "Transaction" and, collectively, the "CES Transactions"). The CES

Transactions are: (I) CWHEQ 2006-SI; (2) CWHEQ 2006-S4; and (3) CWHEQ 2006-S6. The

HELOC Transactions and the CES Transactions are collectively referred to as the

"Transactions." In the aggregate, these twelve Transactions contain over 268,000 loans, which

serve as collateral for a total of approximately $16.7 billion in securities. Certain classes of these

securities are insured by Ambac, a monoline insurance company.

8. Countrywide induced Ambac to issue financial guaranty insurance policies

(the "Policies"), covering the payments due on the securities issued in the Transactions, by

2 See In re Countrywide Fin. Corp. Derivative Litig., 554 F. Supp. 2d 1044, 1059 (C.D. Cal. 2008).

4
making (i) fraudulent representations and omissions directly to Ambac in advance of the closing

of the Transactions, and (ii) express representations and warranties in the parties' agreements.

Under its irrevocable Policies, Ambac guaranteed that it would cover certain payments to

purchasers of the securities regardless of whether Countrywide's representations proved false

and the mortgage loans did not generate the anticipated cash flow.

9. Countrywide fraudulently induced Ambac to issue the Policies by

providing Ambac materially false and misleading information concerning, among other things,

(i) the characteristics of the loans pooled for the Transactions, and (ii) the underwriting

guidelines Countrywide purportedly followed and the due diligence it purportedly conducted to

ensure the veracity of the represented characteristics and that the loans were made to borrowers

who had the ability to make their payments when due.

10. Countrywide also induced Ambac to issue its Policies by entering into

agreements with Ambac wherein Countrywide made two types of representations and warranties:

(i) "transaction-level" representations and warranties concerning the accuracy of all of the

information it provided to Ambac, including information about Countrywide's mortgage lending

practices in general, its financial information, and characteristics of the pools of mortgage loans

it securitized; and (ii) "loan-level" representations and warranties concerning the quality and

attributes of each of the individual mortgage loans that Countrywide pooled for the Transactions.

Both types of representations and warranties were critical to Ambac's assessment of the risk of

insuring the securities issued in the Transactions, and both were fundamentally false.

II. Countrywide's extra-contractual and contractual representations were false

and misleading, as reflected by the performance of the securitized collateral. Over the last two

years, the loans in the Transactions have defaulted at extraordinary rates. To date, over 35,000

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loans with an aggregate principal balance (as of the date of default or charge-off) of more than

$1.95 billion have defaulted or have been charged-off. As a result, Ambac has been forced to

make more than $466 million in claim payments.

12. Faced with this remarkably poor loan performance, Ambac reviewed the

loan origination files of the defaulted loans for conformance with Countrywide's loan-level

representations and warranties. Ambac has to date reviewed a total of 6,533 loans across the

twelve Transactions. Of these, 6,362 loans (or over 97% of the loans reviewed) with an

aggregate initial principal balance of approximately $658 million materially breached

Countrywide's loan-level representations and warranties. Among other breaches, Countrywide's

loans did not bear the represented attributes or conform to Countrywide's own underwriting

guidelines, and in many cases were made to borrowers with little or no ability to repay their

loans.

13. Pursuant to the parties' agreements, Ambac demanded that Countrywide

cure the breaches or substitute or repurchase the breaching loans. That is, the parties'

agreements gave Ambac, among other non-exclusive and cumulative remedies, the right to

demand that Countrywide cure breaches, or substitute or repurchase loans with breaches that

materially and adversely affected the value of the loan or Ambac's interest in the loan. Despite

Ambac's detailed documentation of the loan-level breaches, and in utter disregard of its

contractual obligations, Countrywide refused to do so.

14. Countrywide instead implemented a delay-and-defer strategy, refusing to

comply with its repurchase obligations, and requiring Ambac to engage in protracted

deliberations regarding the breaches on a loan-by-Ioan basis prior to repurchasing even the de

minimis loans Countrywide has repurchased to date. Only then did Countrywide concede the

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existence of breaches that were detailed and evident at the outset. Through this unilaterally

imposed and burdensome process (designed, overseen and closely controlled by Bank of

America executives)-not called for or allowed by the parties' agreements--Countrywide has

addressed only a fraction of the breaching loans, and thus has frustrated and compounded the

harm resulting from its initial breach of the repurchase or cure protocol. The parties' agreements

require Countrywide to address non-conforming loans within specified time frames in

recognition of Ambac's obligation under its Policies to make payments attributable to shortfalls

due to those breaching loans. Ambac has thus paid hlmdreds of millions of dollars in claims, but

has been deprived of the benetit of the bargain by Countrywide's ongoing refusal to timely

comply with its obligations to repurchase or cure the non-conforming loans, thereby causing and

continuing to cause Plaintiffs significant harm.

15. Plaintitls are entitled to redress for Countrywide's massive fraud and

pervasive and material breaches, including damages sufficient to place Ambac in the same

position it would have been in had it never insured the Transactions.

THE PARTIES

16. The Segregated Account of Ambac Assurance Corporation is a segregated

account that was established on March 24, 2010 pursuant to Wis. Stat. § 611.24, with the

approval of the Office of the Commissioner of Insurance of the State of Wisconsin (the

"Commissioner").

17. Upon the Verified Petition of the Commissioner, the Circuit Court for

Dane County, Wisconsin, placed the Segregated Account into statutory rehabilitation under Wis.

Stat. §§ 645.31 and 645.32 on March 24, 2010. Pursuant to Wis. Stat. § 611.24(3)(e), the

Segregated Account is a separate Wisconsin insurer with the legal capacity and authority to sue

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in its own name and right. Ambac allocated the Policies and claims at issue in this action to the

Segregated Account pursuant to the Plan of Operation for the Segregated Account attached to the

Commissioner's Verified Petition (the "Plan of Operation").

18. The Commissioner is the court-appointed Rehabilitator of the Segregated

Account. In addition, the Wisconsin court appointed the Deputy Commissioner of Insurance as

the Special Deputy Rehabilitator of the Segregated Account.

19. Ambac is a Wisconsin corporation, which maintains its principal place of

business in New York, New York. Under the Plan of Operation, Ambac performs specified

management services for the Segregated Account and retains the right to receive any cash

recoveries relating to the policies and claims that were allocated to the Segregated Account,

including the Policies and claims at issue in this action.

20. Defendant Countrywide Home is a New York corporation with its

principal executive offices in Calabasas, California. Countrywide Home is a wholly owned

subsidiary of Countrywide Financial.

21. Defendant Countrywide Securities, a wholly owned subsidiary of

Countrywide Financial, is a Delaware corporation with its executive offices in Calabasas,

California and New York, New York. Countrywide Securities is or was a registered broker-

dealer and underwrites offerings of mortgage-backed securities. Countrywide Securities acted as

an underwriter for each of the Transactions.

22. Defendant Countrywide Financial is a Delaware corporation with its

principal executive offices in Calabasas, California. Countrywide Financial, itself or through its

subsidiaries, is engaged in mortgage lending and other real-estate-finance-related business,

including mortgage banking, securities dealing, and insurance underwriting. Upon information

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and belief, in April 2009, Countrywide Financial changed its name to Bank of America Home

Loans.

23. Defendant Bank of America is a Delaware corporation with its principal

executive offices in Charlotte, North Carolina. The three Countrywide entities involved with the

Transactions--Countrywide Home, Countrywide Securities, and Countrywide Financial-

became whoHy owned subsidiaries of Bank of America foHowing the merger of Countrywide

Financial into a Bank of America subsidiary on July I, 2008 and, on information and belief,

Bank of America is a successor-in-interest to Countrywide's liabilities] Moreover, Bank of

America actively participated in the frustration of Ambac's loan-level repurchase or cure remedy

by adopting and directing a strategy to delay-and-defer any recovery afforded thereunder.

JURISDICTION AND VENUE

24. This Court has original jurisdiction over this action pursuant to N.Y.

C.P.L.R. 30 I. Countrywide Home, Countrywide Securities, Countrywide Financial, and Bank of

America are registered or licensed to do business within New York and have agreed to the

jurisdiction of this Court within the State over matters arising out of their activities within the

State. Each has offices and regularly transacts business within the State. Each participated in

negotiations and other activities within the State that led to the Transactions that give rise to the

claims in this complaint, and the Transactions themselves occurred within the State.

25. In addition, this Court has personal jurisdiction over Countrywide Home

pursuant to a forum selection clause in the Insurance and Indemnity Agreements ("1&1

Agreements") between the parties for each Transaction. SpecificaHy, Section 6.05(a) of each

3A California federal court recently noted that "Countrywide's remaining operations and employees have
been transferred to Bank of America, and Bank of America ceased using the Countrywide name in April
2009." Securities and Exchange Commission v. Mozilo, No. 09-CY-3994, slip op. at 3 n.2 (CD. Cal.
Sept. 16,2010).

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1&1 Agreement provides as follows:

The parties hereto hereby irrevocably submit to the non-exclusive


jurisdiction of ... any court in the State of New York located in
the City and County of New York . . . in any action, suit or
proceeding brought against it and to or in connection with any of
the Operative Documents [defined below], the Policy or the
Transaction or for recognition or enforcement of any judgment,
and the parties hereto hereby irrevocably and unconditionally agree
that all claims in respect of any such action or proceeding may be
heard or determined in such New York state court.... 4

26. Venue is proper in this Court pursuant to N.Y. C.P.L.R. 503(c).

27. Venue is also proper in this judicial district under the forum selection

clause cited in paragraph 25.

FACTUAL ALLEGATIONS

A. The Rise and Fall of Countrywide

28. Countrywide's principal business is or was residential mortgage banking.

Countrywide Financial, Countrywide Home, and Countrywide Securities each had a role in

Countrywide's securitizations. Countrywide Financial directed the activities of Countrywide

Home and Countrywide Securities, its wholly owned subsidiaries. Upon information and belief,

after the merger in July 2008, Bank of America became the successor-in-interest to Countrywide

and directed its activities.

29. During the middle of the prior decade, Countrywide Financial was

America's largest mortgage lender, and Countrywide Home-its principal mortgage lending

subsidiary-accounted for the majority of its loan originations. The most prolific loan

origination growth in Countrywide's forty-year history occurred after 2002: from 2002 to 2006,

4The Operative Documents for the HELOC Transactions are substantively identical for purposes of this
Complaint. The same is true for the Operative Documents for the CES Transactions. The Complaint
excerpts only Operative Documents from the CWHEQ 2005-F Transaction (which are similar to the
Operative Documents for the remaining HELOC Transactions) and the CWHEQ 2006-S1 Transaction
(which are similar to the Operative Documents for the remaining CES Transactions).

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Countrywide Home's total mortgage loan originations grew from over $242 billion to over $421

billion and its pre-tax profit grew by more than 210%. Overall, during this period Countrywide

Financial's mortgage loan originations grew from over $251 billion to over $468 billion and its

pre-tax profit increased by more than 300%.

30. Countrywide increased its mortgage loan originations by secretly

abandoning sound underwriting practices and its own internal underwriting guidelines.

Countrywide implemented an internal policy to make loans regardless of the borrowers' ability

to repay, and allowed the borrowers to avoid defaults by serially refinancing their loans based on

inflated property valuations. This secret policy was in direct contravention of Countrywide's

stated policy against making loans based solely on the equity in the collateral property. 5

31. Countrywide could mask these abuses while the real estate bubble

expanded. But when the market collapsed, Countrywide could no longer refinance unfit

borrowers into new loans and borrowers no longer could flip the underlying properties to avoid

defaults. Thus, its scheme came to an end, and the depth of Countrywide's misconduct was

revealed.

32. As a consequence of Countrywide's lending practices, billions of dollars

worth of Countrywide mortgage loans have defaulted since late 2007, and billions more are

expected to default. This has inflicted massive damage on all investors with direct and indirect

interests in Countrywide-originated loans, as well as the global financial system.

B. Countrywide's Secret Growth Strategy

33. Countrywide grew its mortgage loan originations after 2002 by

underwriting loans under standards that differed diametrically from Countrywide's public

5 See, e.g., Countrywide Technical Manual, dated Mar. 15, 2005. at 4 ("No loan will be approved based
solely on the equity available in the collateral property.").

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characterization of its mortgage lending practices and its own underwriting guidelines.

1. Countrywide's Facade

34. Before 2003, Countrywide made primarily traditional first-lien loans to

highly creditworthy individuals. At that time, Countrywide's market share was thirteen percent.

In 2003, however, Countrywide's Chief Executive Officer, Angelo Mozilo, implemented an

aggressive growth strategy, calling for Countrywide to capture an unprecedented thirty percent

of the national residential loan market. Mozilo announced this directive during a July 22, 2003

conference call with analysts, stating that Countrywide's goal was "to dominate the purchase

market and to get [Countrywide's] overall market share to the ultimate thirty percent by 2006-

2007."

35. At the same time, Countrywide and Mozilo assured the market that

Countrywide's focus on growth would not come at the expense of loan quality:

• During a January 2004 analyst conference call, Mozilo stated that "going for 30%
mortgage share here is totally unrelated to quality of loans we go after. . .. There
will be no compromise in that as we grow market share."

• On a March 15, 2005 analyst conference call, Mozilo again represented that "under
no circumstances will Countrywide ever sacrifice sound lending and margins for the
sake of getting to that 30% market share."

• In a July 26, 2005 earnings call, Mozilo claimed that he was "not aware of any
change of substance in [Countrywide's] underwriting policies" and that Countrywide
had not "taken any steps to reduce the quality of its underwriting regimen."

• At an investor forum in 2006, Mozilo boasted of Countrywide's position as an


industry leader and a role model, stating: "We take seriously the role as responsible
lender for all of our constituencies .... To help protect our bondholder customers,
we engage in prudent underwriting guidelines."

36. Similarly in its filings with the Securities and Exchange Commission

("SEC"), Countrywide touted the strength of its underwriting, quality control, and fraud

detection systems. In these filings, Countrywide portrayed its underwriting process as tightly

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controlled and "designed to produce high quality loans" through a rigorous pre-funding

screening procedure and post-funding auditing, appraisal, and underwriting reviews.

37. For example, in its Annual Report filed with the SEC for 2006 (Form 10-

K), Countrywide represented that it ensured compliance with its underwriting standards through

various control procedures:

We help to ensure that our ongmation standards are met by


employing accomplished and seasoned management, underwriters
and processors and through the extensive use of technology. We
also employ proprietary underwriting systems in our loan
origination process that improve the consistency of underwriting
standards, assess collateral adequacy and help to prevent fraud,
while at the same time increasing productivity.

We supplement our loan origination standards and procedures with


a post-funding quality control process. Our Quality Control
Department is responsible for completing loan audits that may
consist of a re-verification of loan documentation, an underwriting
and appraisal review, and if necessary, a fraud investigation. We
also employ a pre- and post-funding proprietary loan performance
evaluation system. This system helps to identify fraud and poor
performance of individuals and business entities associated with
the origination of our loans. The combination of this system and
our audit results allows us to evaluate and measure adherence to
prescribed underwriting guidelines and compliance with laws and
regulations. 6

38. Countrywide made similar statements in the offering documents for the

securities like those at issue in this case, including documents that Countrywide provided to

Ambac to induce Ambac to do business with Countrywide. In the Prospectus Supplements filed

with the SEC for each Transaction, for example, Countrywide purported to describe the (i)

underwriting procedures it utilized for origination ofloans, (ii) material characteristics of the

loans included in the securitizations, and (iii) material risks relating to investing in the securities.

6 Countrywide Financial, Annual Report for Fiscal Year 2006 (Fonn 10-K), at 100-01 (March 1,2007).
Countrywide's Form IO-Ks for fiscal years 2005 and 2004 contain representations that are substantively
identical. See Countrywide Financial, Annual Report for Fiscal Year 2005 (Form 1O-K), at 93 (March I,
2006); Countrywide Financial, Annual Report for Fiscal Year 2004 (Form IO-K), at 75 (March 15,2005).

13
39. The Prospectus Supplements for the Transactions describe Countrywide's

underwriting process as follows:

The underwriting process is intended to assess the applicant's


credit standing and repayment ability, and the value and adequacy
of the real property security as collateral for the proposed loan.
Exceptions to the sponsor's underwriting guidelines will be made
when compensating factors are present. These factors include the
borrower's employment stability, favorable credit history, equity in
the related property, and the nature of the underlying first
mortgage loan 7

Full appraisals are generally performed on all home equity loans.


These appraisals are determined on the basis of a sponsor-
approved, independent third-party, fee-based appraisal completed
on forms approved by Fannie Mae or Freddie Mac 8

40. The Prospectus Supplements also describe characteristics of the loans in

the loan pools, including the purported maximum "debt-to-income ratio" ("DTI")-an important

metric for assessing a borrower's ability to repay:

The "debt-to-income ratio" is the ratio of the borrower's total


monthly credit obligations (assuming the mortgage loan interest
rate is based on the applicable fully indexed interest rate) to the
borrower's gross monthly income. Based on this, the maximum
monthly debt-to-income ratio is 45%... 9

41. In addition to describing the characteristics of the loan pools for the

particular transactions, the Prospectus Supplements purport to describe risk factors associated

with investing in the securities. But in describing these generic risk factors, Countrywide

7 CWHEQ 2005-F Prospectus Supplement at S-23; CWHEQ 2006-S 1 Prospectus Supplement at S-JO.
8 CWHEQ 2005-F Prospectus Supplement at S-2J. The Prospectus Supplements for the CES
Transactions provide that "[flu II appraisals are generally performed on all closed-end second lien
mortgage loans that at origination had a loan amount greater than $100.000. These appraisals are
determined on the basis of a sponsor-approved, independent third-party, fee-based appraisal completed on
forms approved by Fannie Mae or Freddie Mac." See CWHEQ 2006-SI Prospectus Supplement at S-J I.
9 CWHEQ 2005-F Prospectus Supplement at S-24. The Prospectus Supplements for the CES
Transactions are substantively identical. See CWHEQ 2006-S I Prospectus Supplement at S-J 1.

14
omitted a key risk that it knew materially and adversely affected the value of its mortgage-

backed securities: The risk that its undisclosed strategy had resulted in securitized pools replete

with loans made to borrowers with little or no ability to repay.

42. At the same time Countrywide was falsely representing the rigor of its

underwriting practices to investors in public statements and SEC filings, it was making false

representations to Ambac in face-to-face due diligence meetings between the companies'

executives at Countrywide's Calabasas headquarters. At these due diligence meetings-which

took place, among other times. in July 2004, November 2004, September 2005, and February

2006-Countrywide executives briefed Ambac executives on Countrywide's underwriting and

other loan origination practices, appraisal practices, underwriting quality control, and legal and

regulatory compliance.

43. At these meetings, Countrywide executives touted the rigor of

Countrywide's loan origination practices and underwriting standards. For example, an internal

Ambac memorandum concerning its credit decision on the CWHEQ 2006-B Transaction states:

In September of 2005, Ambac perfOlmed a full operational due


diligence for Countrywide's origination and credit practices. In
February 2nd [sic], 2006, [Ambac employees] Jeff Nabi, along
with Rick Persaud and Ervin Pilku performed a follow-up
operational due diligence on Countrywide. The purpose of the
meeting was to discuss in more details [sic 1 the origination and
securitization practices for second-lien HELOCS and Option
Arms. The results of the meeting were positive highlighting [of1
CFe's [Countrywide Financial Corporation's] conservative credit
approach in origination volume and quality of corporate controls.

Countrywide's underwriting process assesses the applicant's credit


standing and repayment ability, as well as the value and adequacy
of the property. Exceptions to their underwriting guidelines are
made only by senior officers when compensating factors are
present. These factors include employment stability, favorable
credit history, equity in the property, and the nature of the
underlying mortgage.

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2. Countrywide's Actual Strategy

44. Contrary to Countrywide's representations to the market and to Ambac

concerning its mortgage lending business, Countrywide pursued its ambitious growth target by

engaging in undisclosed, imprudent and unlawful lending practices that contravened its own

stated policies. This wrongful conduct is cataloged in recent public and private actions against

Countrywide.

45. Recently, the SEC tiled a civil traud action against Mozilo, former

Countrywide President and Chief Operating Officer, David Sambol, and forn1er Countrywide

Chief Financial Officer, Eric Sieracki. lo The SEC's complaint alleges that from "2005 through

2007. these senior executives misled the market by falsely assuring investors that Countrywide

was primarily a prime quality mortgage lender which had avoided the excesses of its

competitors.,,11 It continues by alleging that the credit risk that Countrywide was taking during

this time period "was so alarming to Mozilo that he internally issued a series of increasingly dire

assessments of various Countrywide loan products and the risks to Countrywide in continuing to

offer Or hold those loans, while at the same time he, Sambol, and Sieracki continued to make

public statements obscuring Countrywide's risk profile and attempting to differentiate it from

other lenders,',12

46. On September 17, 20 I 0, the U.S. District Court for the Central District of

California denied defendants' motion for summary judgment in the SEC's action, citing to

hundreds of pages of internal Countrywide documents and depositions of Countrywide

employees that showed Countrywide failed to disclose material information and risks associated

10 SEC v. Mozilo, No. 09-CY-3994 (C.O. Cal. 2009).


II Complaint ~ 6, SEC v. Mooilo, No. 09-CY-3994 (C.O. Cal. filed, June 4, 2009).
12 Complaint ~ 7, SEC v. Mozilo, No. 09-CY-3994 (C.D. Cal. filed, June 4, 2009).

16
with its loans and origination practices.

47. The evidence gathered by the SEC is reiterated and reaffirmed by the

admissions of former Countrywide employees and Countrywide's internal documents recited

with particularity in myriad other actions. 13 These particular allegations, admissions, documents

and rulings demonstrate that Countrywide drove loan origination growth by shifting to loan

products with greater risk of default, while (i) abandoning the very underwriting policies it

purportedly implemented to control for that risk, (ii) inflating borrowers' income on loan

13 See, e.g., In re Countrywide Fin. Corp. Derivative Litig., Lead Case No. 07-CY-06293 (C.D. Cal. 2007)
(class action by Countrywide shareholders for violations of the federal securities laws); In re Countrywide
Fin. Corp. Derivative Litig., Lead Case No. 07-CY-06293 (C.D, Cal. 2007) (derivative action by
Countrywide shareholders against former Countrywide officers and directors for breach of fiduciary
duties, gross mismanagement, corporate waste, insider trading, and violations of federal securities laws);
Argent Classic Convertible Arbitrage Fund v. Countrywide Fin. Corp., No. 07-07097 (C.O. Cal. 2007)
(class action by Countrywide debt holders alleging violations of federal securities laws and California
law); Amalgamated Bank v. Countrywide Fin. Corp., No. 08/603425 (N. Y. Sup. Ct. 2008) (action by a
bank that invested in four portfolios of HELOCs from Countrywide for fraudulent inducement and breach
of contract); Federal Home Loan BankofSeallle v. Countrywide Sec. Corp., No. 10-CY-148 (W.O.
Wasil. 2008) (alleging that the offer and sale of Countrywide-originated loans was made pursuant to
untrue statements or omissions of material facts); Federal Home Loan Bank ofSan Francisco v. Credit
Suisse Securities (USA) LLC, No. CGC 10-497840 (Cal. Super. Ct. 2010) (same); MBIA Ins. Corp. v.
Countrywide Home Loans. Inc., Index No. 08/602825 (N.Y. Sup. Ct. 2008) (action by financial guaranty
insurer alleging fraud, negligent misrepresentation, and breach of contract in connection with
Countrywide securitizations it insured); Syncora Guarantee Inc. v. Countrywide Home Loans, Inc., Index
No. 09-650042 (N.Y. Sup. Ct. 2009) (same); MBIA Ins. Corp. v. Bank ofAmerica Corp., No. BC417572
(Cal. Super. Ct. 2009) (same); Financial Guaranty Ins. Co. v. Countrywide Home Loans, Inc., Index No.
090650736 (N.Y. Sup. Ct. 2009) (same); Capitol West Appraisals, LLC v. Countrywide Fin. Corp., No.
08-CY -1520 (W.D. Wash. 2008) (class action by real estate appraisers alleging that Countrywide violated
the federal Racketeer Influenced and Corrupt Organizations Act by illegally obtaining favorable
appraisals); Alston v. Countrywide Fin. Corp. 585 F.3d 753 (3d Cir. 2009) (alleging that Countrywide
violated federal law and engaged in a kickback scheme when it required certain borrowers to obtain
insurance from particular primary insurance companies, which then obtained reinsurance from
Countrywide's affiliates); Zachary v. Countrywide Fin. Corp., No. 08-CY-00214 (S.D. Tex. 2008) (action
by a former Countrywide executive alleging he was wrongfully discharged for refusing to engage in
illegal lending practices); United Guaranty Residential Ins. Co. ofN Carolina v. Countrywide Fin. Corp.,
No. 09-CY-203 (M.O.N.C. 2009) (action by primary mortgage insurer alleging that Countrywide
misrepresented loan attributes and its underwriting practices); Republic Mortgage Ins. Co. v. Countrywide
Fin. Corp., Index No, 09-603915 (N.Y. Sup. Ct. 2009) (same); Old Republic Ins. Co. v. Countrywide
Bank FSB, No. 2008-CH-4750 I (Illinois Cir. Ct. 2008) (same). See also People ofthe State ofCalifornia
v. Countrywide Fin. Corp., No. LC081846 (Cal. Super. Ct. 2008); State ofConnecticut v. Countr},,'ide
Fin. Corp., (Ct. Superior Ct. 2008); Office ofthe Allorney General, Department ofLegal Affairs, State of
Florida v. Countrywide Fin. Corp., No. 08-30105 (Fi. Cir. Ct.. 2008); People ofthe State ofIl/inois v.
Countrywide Fin. Corp., No. 08CH22994 (Ill. Cir. Ct. 2008); State ofIndiana v. Countrywide Fin. Corp.,
Cause No. 76COI-0808-PL-0652 (Ind. Cir. Ct. 2008); State of West Virginia ex rei. Darrell V. McGraw,
Jr.. Attorney General v. Countrywide Fin. Corp., No. 08-C-268 (W. Va. Cir. Ct. 2008).

17
applications, (iii) fostering fraudulent appraisals, and (iv) engaging in predatory lending.

(a) Shift to Riskier Products

48. Starting in 2003, Countrywide shifted its origination strategy from making

fixed-rate loans to creditworthy borrowers to making risky adjustable rate loans to marginal

borrowers. As a result, Countrywide increased both the size and risk of its mortgage loan

portfolio. Countrywide's revised strategy inclUded offering existing loan products to classes of

borrowers they were neither designed nor appropriate for.

49. For example, Countrywide expanded its use of reduced documentation or

"low-doc" loans, such as those included in the Transactions at issue in this lawsuit. According to

Countrywide's Technical Manual (which is part of Countrywide's underwriting guidelines),

reduced documentation loans allowed Countrywide to rapidly process loans for borrowers with

income that is not easily documented, like self-employment income and trust income 14 But the

limited income verification associated with these loans "does not eliminate the need to analyze

and evaluate the [bJorrower's ability and willingness to repay the mortgage debt," which "must

include ajudgment about the reasonableness of the income stated on the application in relation to

the [bJorrower's occupation and credit information.,,15

50. Countrywide's Technical Manual expressly states that reduced

documentation loans "are not intended for those borrowers who do not have adequate income to

quali/)' for a full documentation loan.,,16 But in response to the call to increase volume.

Countrywide funneled into these programs borrowers of the type that its own guidelines

prohibited-borrowers who could not qualify for loans under full-documentation programs

14 Countrywide Technical Manual, Introduction: 0.2.3 (last revised June 5, 2006).


IS Countrywide Technical Manual, Introduction: 0.2.3 (last revised June 5, 2006).
16 Countrywide Technical Manual, Introduction: 0.2.3 (last revised June 5, 2006).

18
because they did not have the necessary income or financial strength.

51. As a former Regional Vice President of Countrywide alleged in his

wrongful termination lawsuit, Countrywide condoned the practice of approving borrowers for

reduced-documentation loans after Countrywide determined that the borrowers could not qualify

for loans based on the income reflected on their W-2 forms or tax returns l7_a practice that is

specifically prohibited by Countrywide's Technical Manual. 18 Because these loans did not

require corroborating documentation, Countrywide employees simply "stated" on the loan

application the income that Countrywide's guidelines required to make the loan. 19

52. Indeed, former Countrywide wholesaler John Sipes has stated that

underwriters at Countrywide's Santa Monica and Beverly Hills branches often shredded

borrowers' tax documents to destroy proof of the borrowers' incomes and extend larger loans

than the borrowers could afford-another practice that is prohibited by Countrywide's own

guidelines. 20 Because Countrywide told borrowers that there would not be any inquiry into the

truth of their stated income, Countrywide employees referred to these products as "liar loans.,,21

53. The SEC's complaint against Mozilo illustrates that Countrywide

executives knew and did not disclose that Countrywide's use of reduced documentation loans

17 Complaint 'I~ 11-12, Zachary v. Countrywide Financial Corp. d/b/a Countrywide Home Loans Inc., No.
08-CV-214 (S.D. Tex. 2008).
" Countrywide Technical Manual, Part 0, Chapter 2, Section 3 (last revised July 13,2005) ("If a loan was
declined as a full/alternatively documented loan it may not be eligible for any stated or no income
documentation program.").
19 Zachary repeated these allegation in an interview with NBC news. See Lisa Myers, Countrywide
Whistleblower Reports 'Liar Loans ': Former Regional Manager Sues Mortgage Company for Wrongji,l
Termination, Nightly News With Brian Williams, July 1,2008, available at http://www.msnbc.msn.com/
id/25465130/ns/nightly_news_with_brian_williams/.
20Countrywide Technical Manual, Part 0, Chapter 2, Section 3 (last revised July 13, 2005) ("Income
verification cannot be removed from a loan file.").
21 Mara Der Hovanesian, Who Crossed the Line on the Street?, BUSINESS WEEK, Nov. 13,2008, available
at http://www.businessweek.com/magazine/content/08_471b4109075640944.htm.

19
was fraught with risk. The complaint contains the following allegations about Countrywide's

senior executives' knowledge of the rampant misrepresentation of income associated with

reduced-documentation loans:

• Countrywide conducted studies to identify the effect that


certain variables had on the probability that a loan would go
into serious delinquency or default. One study concluded that
there was an inverse relationship between the level of
documentation associated with a loan and the likelihood of
default 22

• At an April 6, 2005 meeting of Countrywide's credit risk


committee its chief risk officer, John P. McMurray reported
that the risk of default associated with HELOCS had doubled
over the past year, mainly due to the prevalence of reduced
documentation in those loans 23

• At a June 28, 2005 meeting, Countrywide's credit risk


management department reported to Countrywide's credit risk
committee on evidence of borrowers misrepresenting their
income and occupation on reduced documentation loan
· . 24
app I lcatlons.

• Mozilo and Sambol knew by June 2006 that a significant


percentage of borrowers who were taking out stated income
loans were engaged in mortgage fraud. On June 2, 2006,
Sambol received an e-mail reporting on the results of a control
audit conducted by Countrywide Bank that showed that 50% of
the stated income loans audited by the bank showed a variance
in income from the borrowers' IRS filings of greater than 10%.
Of those, 69% had an income variance of greater than 50%Y

54. A second illustration of Countrywide's shift to riskier uses of traditional

products is its expanded issuance of CESs and HELOCs, types of loans included in the

22 Complaint '1135. SEC v. Mozilo, No. 09-CV-3994 (C.O. Cal. 2009).


23 Complaint '1136, SEC v. Mozilo, No. 09-CV-3994 (C.O. Cal. 2009).
24 Complaint 1137, SEC v. Mozilo, No. 09-CV-3994 (C.O. Cal. 2009).
2S Complaint 1140, SEC v. Mozilo, No. 09-CV-3994 (CD. Cal. 2009).

20
Transactions 26 Countrywide historically extended HELOCs to creditworthy borrowers for

consumer expenses like home renovations or college tuition. Countrywide, however, covertly

began to issue HELOCs to borrowers to purchase properties they could not otherwise afford. As

detailed in the shareholder complaint against Countrywide, "if a broker convinced a borrower to

take out a HELOC in addition to a mortgage loan-which was commonplace in [Countrywide's]

sales of so-called 80/20 loans-the broker received an extra 0.25% commission."" This new use

of HELOCs was especially perilous because HELOCs-as well as CESs-sit in the first loss

position. Upon a default and foreclosure, the lender receives proceeds from the foreclosure sale

only after the first lien holder is paid in full. Accordingly, it is critical that the lender carefully

evaluate the ability of the borrower to repay the loan and the value of the underlying property as

collateral. Countrywide did neither.

55. Rather, Countrywide disregarded sound underwriting practices in pursuit

of volume. As a result, Countrywide increased the quantity of HELOCs it extended more than

four-fold from 2002 to 2006, from over $11 billion in 2002 to over $47 billion in 2006.

(b) Abandonment of Sound Underwriting Practices

56. As it increased the risk of its mortgage loan portfolio, Countrywide turned

its back on the underwriting philosophy outlined in its own Technical Manual.

57. According to the Technical Manual, it was Countrywide's policy to

originate "investment quality loans," defined as "one that is made to a borrower from whom

26 Countrywide's increasing origination of "pay-option" adjustable rate mortgages, which allow


borrowers to choose among four payment options, also reflects its increasing appetite for riskier mortgage
products. The California federal court found that not only were these products riskier, but Countrywide
covertly originated them "on a reduced documentation basis" when its executives wrote to each other that
"there was evidence that borrowers were lying about their income in the loan application." SEC v.
Mozilo, No. 09-CY-3994, slip op. at 6 (C.D. Cal. Sept. 16,2010).
27 Second Consolidated Class Action Complaint ~ 258, In re Countrywide Fin. Corp. Sec. Litig., Lead
Case No. 07-CY-05295 (CD. Cal. filed, Jan. 6.2009).

21
timely payment of debt can be expected, is adequately secured by real property, and is originated

in accordance with Countrywide's Technical Manual and Loan Program Guides.,,28

58. Consistent with its stated aim of producing investment quality loans, the

Countrywide Technical Manual contains a lengthy discussion of borrower fraud:

When a fraudulent loan is submitted to Countrywide, we are at risk


no matter when the fraud is detected. Regardless of whether the
fraud was committed for profit or just for someone to be able to
purchase a home, it is fraud. The investor to whom we sell a
fraudulent loan can require that we repurchase the loan even if
fraud occurred months or years earlier. [n the majority of cases,
Countrywide suffers a monetary loss since the perpetrators of the
fraud have disappeared or, if caught, rarely have the financial
ability to reimburse the Company29

59. The Technica[ Manual instructs Countrywide underwriters to consider the

following guidelines when reviewing a loan application:

• Capacity to pay - What is the gross lllcome, debt ratio, and


disposable income?

• Credit -- What is the history of mortgage credit, consumer


credit, and public records?

• Common Sense - Does the loan benefit the borrower. Does the
entire loan package make sense and meet the borrower's
objectives?

• Current situation - Does the borrower show the ability and


willingness to repay the loan at this time?

• Collateral - What is the property type, condition, and


marketability?JO

60. Notwithstanding the cautious tone of Countrywide's Technical Manual, in

practice Countrywide encouraged the flouting of its underwriting guidelines and allowed the

28 Countrywide Technical Manual, Part 0, Chapter 2. Section 1 (last revised Sept. 29, 2005).
29 Countrywide Technical Manual, Introduction - Loan Fraud: 0.6 (last revised Sept. 27, 2004).
30 Countrywide Technical Manual, Introduction: 0.1 (last revised Mar. 15, 2005).

22
circumvention of the very controls it represented it had implemented to control for such risk.

Moreover, as the California federal court recently found, Countrywide's executives knew well-

but did not disclose-that Countrywide's guidelines were the most aggressive in the industry:

• Countrywide's Chief Risk Officer. John McMurray, explained


in his deposition, that Countrywide mixed and matched
guidelines from various lenders in the industry, which resulted
in Countrywide's guidelines being a composite of the most
aggressive guidelines in the industry: "And so, ... if you
match one lender on-on one-on certain guidelines or for
certain products and then you match a separate lender on a
different product or a different set of guidelines, then in my
view the composite of that-of that two-step match would be
more--would be more aggressive than either one of those
competitor reference points viewed in isolation." McMurray
repeatedly explained his view and the risks of the matching
strategy to others within Countrywide, including Sambo!.

• Moreover, in addition to demonstrating that Defendants were


aware of the facts which made their statements misleading, the
SEC has presented evidence that Sambol and Sieracki knew
that Countrywide's Chief Risk Officer John McMurray firmly
believed that Countrywide should include greater credit risk
disclosures in its SEC filings. "For example, in January 2007,
McMurray sent an e-mail to Sieracki outlining 'why
delinquencies will increase and the impact this increase will
have on [Countrywide's] financial results,' and specifically
pointed out 'widened guidelines' as one of the principal
reasons."

• In a June 24, 2005 e-mail, Countrywide's Chief Risk Officer


John McMurray explained to Sambol that "because the
matching process includes comparisons to a variety of lenders,
our [guidelines] will be a composite of the outer boundaries
across multiple lenders. For example, First Franklin is used as
a comparison for some guidelines where they are more
aggressive (e.g., high LTV/CLTV) and not used where they are
less aggressive (e.g. stated doc loans). As a result, our
composite guides are likely among the most aggressive in the
industry."

• On November 2, 2006, Sambo! was again made aware of


McMurray's concern that when Countrywide's matching
strategy was "done across lenders, across products and across

23
guidelines, the composite set of guidelines will be the most
aggressive credit in the market."

• In a February 11,2007 e-mail, McMurray advised Sambol that


he doubted Countrywide's composite matching strategy
"would play well with regulators, investors, rating agencies,
etc. To some, this approach might seem like we've simply
ceded our risk standards and balance sheet to whoever has the
most liberal guidelines."

• On May 25, 2006, the chainnan of the board of Countrywide


Bank reported that he had spoken to Sambol regarding pay
option loans: "Spoke with sambo!' He believes historical
payoption performance trends can help disclose problems but
are not sufficient/capable of providing comfort. Sambol is
concerned about payment shock at recast and inability to
absorb increased payments thru income or reli (due to low
equity). So Sambol believes high cltv loans with no mi,
particularly those with high dti are risky. Maybe also those
with low ficos. If the loans are in markets that have slowed the
risk is exacerbated. He wants us to propose a strawman action
plan. For example, for those segments in the markets that have
stopped appreciating, sell the most recent production and stop
portfolioing cltv greater than 80 and high dti loans. For
markets that are expected to continue to appreciate, monitor
and maybe stop portfolioing high cltv and dti 10ans."JI

61. Countrywide's executives knew-and kept it a secret--that the quality of

loans originated by Countrywide was deteriorating, and would continue to worsen. For instance,

on September I, 2004, Mozilo wrote an e-mail to other Countrywide executives, Stan Kurland

and Keith McLaughlin, in which he stated: "As I look at production trends ... at Countrywide ..

. , there is clear deterioration in the credit quality of loans being originated over the past several

years. In addition, from my point of view, the trend is getting worse as the competition for sub-

prime, Alt-A and nonconforming in general continues to accelerate.,,32

62. To the public and the participants in its securitizations, Countrywide

JI SEC v. Mozilo, No. 09-CY-3994, slip op. at 20-21 (C.D. Cal. Sept. 16,2010) (citation omitted).
12SEC's Statement of Genuine Issues of Material Fact in Opposition to Defendants' Motions for
Summary Judgment ~ 221, SEC v. Mozilo, No. 09-CY-3994 (CD. Cal. Aug. 16,2010).

24
extolled the integrity and consistency of its automated underwriting system, known as the

Countrywide Loan Underwriting Expert System, or "CLUES," which used an algorithm for

determining in the first instance a borrower's compliance with Countrywide's underwriting

guidelines. The algorithm was effectively a "black box," containing a blueprint or fornmla

known only to Countrywide's most senior executives.

63. Countrywide claimed that it made exceptions to CLUES only when

specific and strong compensating factors were present. But in fact CLUES was programmed to

"accept" loan applications where such factors were not present. Worse still, when the CLUES

program itself deemed compensating factors inadequate to allow the approval of loans, the

system "referred" the loan applications for "manual" underwriting to what Countrywide termed

its "Exception Processing System," which was nothing more than a protocol designed to secure

approval for virtually every loan regardless of the borrower's ability to repay the loan.

64. The Exception Processing System was a process by which loans rejected

by CLUES were routed to individual underwriters, their branch managers. and ultimately the so-

called "Structured Loan Desk" until the application reached an officer with sufficient authority to

override the stated guidelines and approve the loan. Based in Plano, Texas, the Structured Loan

Desk was created for the very purpose of approving loans based on exceptions that plainly did

not qualify under Countrywide's underwriting guidelines touted to the outside world. The

California federal court, in denying Countrywide executives' motion for summary judgment,

explained the criteria used by Countrywide's Structured Lending Desk in approving loans:

According to the testimony of the Managing Director of


Countrywide Home Loans' Secondary Marketing Division, once
the loan was referred to Countrywide's Secondary Markets
Structured Lending Desk, the sole criterion used for approving the
loan was whether or not the loan could be sold into the secondary
market. As a result of this process. a significant percentage

25
(typically in excess of 20%) of Countrywide's loans were issued as
exceptions to its official underwriting guidelines. As reported in
one Corporate Credit Risk Committee meeting, one third of the
loans referred from CLUES missed "major guidelines" and another
one third missed "minor" guidelines. In light of this evidence, a
reasonable jury could conclude that Countrywide all but
abandoned managing credit risk through its underwriting
guidelines, that Countrywide would originate any loan it could sell,
and therefore that the statements regarding the quality of
Countrywide's underwriting and loan production were
. Iead'mg. 33
mls

65. Through the Exception Processing System, Countrywide approved

thousands of loans per week that were made to borrowers who could not repay the loans. In fact,

as recited in the SEC's complaint, from early 2006 Countrywide used as "compensating factors"

variables that had already been assessed by Countrywide's automated underwriting systems.

Countrywide's underwriting manuals were amended to explicitly prohibit this practice in mid-

66. Countrywide's internal documents and its employees' admissions

demonstrate that under management's direction, approval of "exceptions" was the rule-

regardless of the risk associated with the loan-and in contravention of its own policy that

exceptions could be considered and approved only in moderation J5

67. For example, an internal Countrywide presentation created by former

Countrywide President and Chief Operating Officer, David Sambol, submitted in a criminal

prosecution of a former Countrywide loan officer, listed the following objectives for the

Exception Processing System:

33 SEC v. Mazi/a, No. 09-CV-3994, slip op. at 11-12 (C.D. Cal. Sept. 16,2010) (citation omitted)
(emphasis added).
34 Complaint ~ 13, SEC v. Mazi/a, No. 09-CV-3994 (C.D. Cal. 2009).
35 Countrywide Technical Manual, Part 0, Chapter 2, Section 10 (last revised August 17,2005)
("Exceptions must be considered and approved in moderation.").

26
• Approve virtually every borrower and loan profile with pricing
add-on when necessary.
• Identify alternative program to meet borrower needs.
• Process and price exceptions on standard products for high-risk
products.
• Process exceptions for:
-- Credit Scores
-- LTV (loan-to-value) amount
-- Cash out amounts
-- Property types 36

Former Countrywide loan officer, Kourosh Partow, told an interviewer for Dateline NBC that

if a borrower had a pulse, Countrywide would give the borrower a loan. 37

68. The SEC's complaint against Mozilo reflects that Sambol and other

Countrywide executives were aware that Countrywide's abuse of the exception process had

increased the risk of loans originated by Countrywide. lt alleges that on May 22,2005,

Countrywide's chief risk officer warned Sambol that loans approved on an exception basis were

significantly more likely to default: "The main issue is to make sure everyone's aware that we

will see higher default rates.,,38 Sambol was also informed that as a result of the higher rates of

default on Loans originated pursuant to exceptions, third-parties to whom Countrywide has

managed to sell the credit risk associated with these loans will seek repurchase or

indemnification from Countrywide for their losses. 39 Discovery of Countrywide's documents in

the SEC's lawsuit shows that about a month later, on June 28, 2005, Countrywide's Corporate

Credit Risk Comniittee received a presentation informing Countrywide executives that a third of

the loans referred from CLUES miss major guidelines and another third miss minor guidelines.

36 See United States v. Partow, No. 06-CR-00 104 (HRH) (D. Alaska 2006) (emphasis added).
37 Dateline NBC: Inside the Financial Fiasco (NBC television broadcast Mar. 27, 2009).
38 Complaint 'i[54, SEC v. Mozilo, No. 09-CV-3994 (C.D. Cal. 2009).
39SEC's Statement of Genuine Issues of Material Fact in Opposition to Defendants' Motions for
Summary Judgment 'i[288, SECv. Mozilo, No. 09-CV-3994 (C.D. Cal. Aug. 16.2010).

27
The presentation informed the committee that loans over $650,000 that were originated under

exceptions were performing 2.8 times worse than similar loans underwritten within the

gUl'd eI'meso 40.

69. In denying Countrywide executives' motions for summary judgment, the

California federal court pointed to additional evidence indicating that Countrywide's executives

"were aware that Countrywide routinely ignored its underwriting guidelines":

• As early as May 22, 2005, Countrywide's Chief Risk Officer


John McMurray sent an e-mail alerting Sambol to the risks of
Countrywide's exception policy. McMurray stated that
"exceptions are generally done at terms even more aggressive
than our guidelines," and "[g]iven the expansion in guidelines
and growing likelihood that the real estate market will cool,
this seems like an appropriate juncture to revisit our approach
to exceptions and reconfirm where we're comfortable and
change where we're not." Additionally, he warned that
increased defaults would cause repurchase and indemnification
requests to rise and the perfornlance of Countrywide-issued
mortgage-backed securities in the secondary market to
deteriorate.

• On June 28, 2005, Sieracki attended a Corporate Credit Risk


Committee meeting, in which he was informed that 1/3 of the
loans which were referred from CLUES violated "major"
underwriting guidelines and 1/3 violated "minor" guidelines.
At that same June 28, 2005 meeting, Sieracki learned that
Countrywide was originating non-owner occupied loans with
95% combined loan to value ratios, which were exceptions to
Countrywide's underwriting guidelines. Countrywide's chief
operating officer opined that Countrywide "appear[ed] to have
unacceptable risk on [its] balance sheet" from these loans.

• Mozilo was acutely aware of the breakdown in Countrywide's


procedures and the lack of compliance with Countrywide's
underwriting guidelines as a result of HSBC's demand that
Countrywide "buy-back" many of the "80/20" loans that it had
purchased.... On April 13, 2006, Mozilo sent another e-mail
to Sieracki and SamboL stating that he had "personally

40SEC's Statement of Genuine Issues of Material Fact in Opposition to Defendants' Motions for
Summary Judgment ~ 289, SEC v. Mazi/a, No. 09-CY-3994 (C.D. Cal. Aug. 16, 20 I 0).

28
observed a serious lack of compliance with our ongmation
system as it relates to documentation and generally a
deterioration in the quality of loans originated versus the
pricing of those loan[s]. In my conversations with Sambol he
calls the 100% subprime seconds as the 'milk' of the business.
Frankly I consider that product line to be the poison of ours."

• At a March 12, 2007 Corporate Credit Risk Committee


meeting, attended by Sambol and Sieracki, Risk Management
reported that 12% of the loans reviewed through
Countrywide's internal quality control process were rated
severely unsatisfactory or high risk, and that one of the
principal causes for such a rating was that loans had debt-to-
income, loan to value, or FICO scores outside Countrywide's
underwriting guidelines.

• On May 29, 2007, Sambol and Sieracki attended a Credit Risk


Committee Meeting, during which they were informed that
even as Countrywide had been purportedly tightening
guidelines, "loans continuerd] to be originated outside
guidelines" primarily via the Secondary Structured Lending
Desk without "formal guidance or governance surrounding
Secondary SLD approvals." The presentation also included a
recommendation from the credit management department that
two divisions "cease to grant exceptions where no major
competitor is offering the guideline.,,41

70. Countrywide's admission of its secret, rampant, and unjustified use of the

exceptions process is further corroborated by the particularized allegations in a lawsuit by

another financial guarantor-Financial Guaranty Insurance Company v. Countrywide Home


42
Loans, Inc. Plaintiff in this lawsuit states that at two separate meetings between the parties at

Countrywide's headquarters on April 24, 2007 and December 13, 2007, Countrywide admitted

:'that it had, apparently since sometime in 2006, undertaken a deliberate practice to routinely

make increased exceptions to and expansion of its underwriting guidelines .... ,,4J According to

41 SEC v. Mozilo, No. 09-CY-3994, slip op. at 19-20 (C.O. Cal. Sept. 16, 20 I 0) (citation omitted).
42 No. 09-650736 (N.Y. Sup. Ct. 2009).
Complaint, ~~ 158, 163, Financial Guaranty Insurance Company v. Countrywide Home Loans, Inc.,
43
No. 09-650736 (N .Y. Sup. Ct. filed, Dec. 11, 2009).

29
Countrywide, "[t]he reason ... for these undisclosed exceptions and expansion of the guidelines

was to try to retain [its] existing share of the mortgage origination market.,,44 Countrywide also

infonned plaintiff that it had discovered borrower misrepresentation, speculation, and fraud at an

increasing rate in 2006, which it admitted "had been a significant factor in the underperfonnance

of the 2006 securitized HELOC portfolios.,,45

71. In recent lawsuits, Countrywide employees have confinned the prevalence

ofthese practices. One fonner Countrywide employee---quoted in a class action complaint tiled

by Countrywide debt holders, Argent Classic Convertible Arbitrage Fund v. Countrywide

Financial Corp46-stated that Countrywide routinely approved loans through the Exception

Processing System that violated its underwriting guidelines. And another former Countrywide

employee-a fonner Assistant Vice President of Risk Management with Countrywide's

Structured Loan Desk in Plano, Texas and an underwriter from 2004 until 2006 responsible for

evaluating credit risk-stated that Countrywide's management "encouraged more and more

loans" to be processed through the Exception Processing System beginning in 2004. During

2006, Countrywide processed between 15,000 and 20,000 loans a month through the Exception

. S ystem. 47
Processmg

72. Similarly, in a wrongful dismissal lawsuit against Countrywide-Zachary


48
v. Countrywide Financial Corp. d/b/a Countrywide Home Loalls Illc. -former Countrywide

44 Complaint, ~~ 158, 163, Financial Guarantv Insurance Company v. Countrywide Home Loans, Inc.,
No. 09-650736 (N.Y. Sup. Ct. filed, Dec. 11,2009).
45 Complaint, ~~ 158, 163, Financial Guaranty Insurance Company v. Countrywide Home Loans, Inc.,
No. 09-650736 (N.Y. Sup. Ct. filed, Dec. 11,2009).
46 No. 07-CV-07097 (C.D. Cal. 2007).
Third Amended Class Action Complaint, ~~ 592-93, Argent Classic Convertible Arbitrage Fund v.
47
Countrywide Fin, Corp., No. 07-CV-07097 (C.D. Cal. filed. Dec. 3, 2008).
48 No. 08-CV-00214 (S.D. Tex. 2008).

30
Regional Vice President Mark Zachary alleged that Countrywide regularly approved stated

income or reduced-documentation loans for applicants who Countrywide had previously refused

a loan under its full-documentation loan program. In fact, Countrywide's loan officers would

assist applicants in switching from full-documentation loans to reduced-documentation loans.

Zachary alleges that Countrywide discharged him because he refused to engage in this activity.

73. Zachary's allegations, and those of many other former Countrywide

employees, are also featured in a shareholders derivative complaint 49 In denying Countrywide's

motion to dismiss that complaint, the court highlighted Countrywide's dramatic loosening of its
50
underwriting standards in branches across the United States. Specifically, the court held that

the "numerous confidential witnesses support a strong inference of a Company-wide culture that,

at every level, emphasized increased loan origination volume in derogation of underwriting

standards."SI In drawing this inference, the court noted that the allegations of misconduct came

from Countrywide employees (i) located throughout the United States, (ii) in varying levels of

the Countrywide hierarchy (including underwriters, senior underwriters, senior loan officers,

vice presidents, auditors, and external consultants), and (iii) employed at varying times. 52 In the

court's words, these witnesses "tell what is essentially the same story-a rampant disregard for

underwriting standards-from markedly different angles."S)

74. The court's holding was supported by references to, among other things,

the particular allegations of a longtime Countrywide executive who stated "that particularly risky

" See Consolidated Shareholder Derivative and Class Action Complaint, In re Countrywide Fin. Corp.
Derivative Litigation, Lead Case No. 07-CY-06293 (CD. Cal. 2007).
50 See In re Countrywide Fin. Corp. Derivative Litig., 554 F. Supp. 2d 1044, 1058 (CD. Cal. 2008).
51 In re Countrywide Fin. Corp. Derivative Litig., 554 F. Supp. 2d 1044, 1058 (C.D. Cal. 2008).
52 In re Countrywide Fin. Corp. Derivative Litig., 554 F. Supp. 2d 1044, 1058-59 (C.D. Cal. 2008).
53 In re Countrywide Fin. Corp. Derivative Litig., 554 F. Supp. 2d 1044, 1059 (CD. Cal. 2008).

31
loans that were routed out of the normal underwriting process (because they violated

underwriting standards) were in fact regularly being approved" with the knowledge of former

Countrywide President and Chief Operating Officer David Sambol. 54 The court similarly noted

that "underwriters at various levels and offices attested to egregious instances of underwriting,

involving, for example, previously declined loans that would 'come back to life' when new

information qualifying the applicants would 'miraculously appear,' and loans that were provided

pursuant to borrowers' patently ridiculous 'stated incomes.' ,,55

75. The complaint in a shareholder class action, In re Countrywide Financial

Corporation Securities Litigation, contains allegations that echo those in the derivative and

SEC's complaints. It alleges, based on statements from a loan underwriter in Countrywide's

Consumer Markets Division, that "loan applications that should never have been approved were

constantly kicked further up the corporate ladder until they reached a level where they would be

approved by those driven solely by corporate profits and greed.,,56

76. The federal district court denied Countrywide's motion to dismiss the

shareholder class action, holding that the allegations "present the extraordinary case where a

company's essential operations were so at odds with the company's public statements that many

statements that would not be actionable in the vast majority of cases are rendered cognizable to

the securities laws" The court explained that descriptions like" 'high quality' are generally not

actionable; they are vague and subjective puffery not capable of being material as a matter of

law." But here, the complaint "adequately alleges that Countrywide so departed from its public

In re Countrywide Fin. Corp. Derivative Litig., 554 F. Supp. 2d 1044, 1059 (C.D. Cal. 2008) (citing
54
Derivative Complaint ~ 163).
55 In re Countrywide Fin. Corp. Derivative Litig., 554 F. Supp. 2d 1044, 1058 (C.D. Cal. 2008) (citing
Derivative Complaint ~ 147).
56 Second Consolidated Class Action Complaint 11180, In re Countrywide Fin. Corp. Sec. Litig" Lead
Case No. 07-CY-05295 (C.D. Cal. filed, Jan. 6, 2009).

32
statements that even 'high quality' became materially false or misleading. ,.57 Countrywide

recently agreed to settle this lawsuit by paying $600 million 58

77. To make matters worse, while lowering its underwriting standards,

Countrywide pressured its underwriters to increase the volume of loan approvals. According to

the Illinois Attorney General, Countrywide directed its underwriters to approve and process

purchase files in 24 hours and refinance files in 48 to 72 hours. One Countrywide underwriter

stated that, for a period of time, Countrywide required her to underwrite 25 loan files a day

during the week and 25 to 35 loan application files over the weekend. 59

(c) Inflated Borrower Income

78. Countrywide's malfeasance did not end with the abrogation of the very

underwriting guidelines it represented it maintained. Countrywide affirmatively and covertly

inflated the stated incomes of borrowers on loan applications in the documentation for the loans

that fueled its securitizations. This misconduct is particularized in the recent filings against

Countrywide.

79. FOffiler Countrywide Regional Vice President Mark Zachary's complaint

also describes an instance where a Countrywide loan officer inflated an applicant's income on a

loan application without the applicant's knowledge. According to Zachary, the customer sent an

e-mail to Countrywide stating: "[ was told that my loan had been turned over to Countrywide's

internal fraud department for review because a loan offtcer increased my income figures without

authorization in order to get me approved for a stated income loan. I was told by several people

57 In re Countrywide Fin. Corp. Sec. Litig., 588 F. Supp. 2d 1132, 1144 (C.D. Cal. 2008).
58 Chad Bray, N.Y Funds Reach Settlement with Countrywide, KPMG, Wall St. 1., May 7, 2010.
59 Complaint ~ 89, People ofthe State o/Illinois v. Countrywide Fin. Corp.. No. 08CH22994 (111. Cif.
Ct.).

33
at Countrywide that this was done just to get me qualified and that nobody would check on it.,,6o

80. Audrey Sweet of Maple Heights, Ohio, a victim of Countrywide's

predatory lending practices, told a similar story of falsified loan documents in her testimony

before the Joint Economic Committee of Congress on July 25, 2007. Ms. Sweet stated that when

she reviewed her loan application after her loan had closed, she

discovered several things [she] had apparently overlooked until


then. The first was that my gross monthly income was recorded as
$726 dollars more than it actually was. Secondly, I have two sets
of loan documents. one that was created 10 days before we closed
and one that was created the day of closing. The closing day
documents list my assets as $9,400 in my Charter One Bank
Account. I have never had $9,400 in the bank. Indeed, coming up
on payday, I am fortunate to have $94 left. The final item I noticed
was that the tax amount listed on the appraisal report was
$1981.34, which comes to about $165.00 per month but
Countrywide listed $100 as the tax amount.

81. These individual cases of inflated borrower income are not isolated

incidents. Instead, they are the product of Countrywide's corporate culture, as former

Countrywide employees have made clear in related litigations.

82. For example, the complaint in In re Countrywide Financial Corp.

Derivative Litigation alleges, based on statements from a compliance officer who worked at

Countrywide from 2001 to mid-2007, an external home loan consultant who worked at

Countrywide from 2000 to 2007 and was responsible for originating prime loans for the

residential market, and a fornler senior loan officer from Countrywide's Consumer Markets

division in Atlanta Georgia, that Countrywide's no documentation loan process lacked


61
independent verification and was openl y abused

Second Amended Complaint ~ 17, Zachary v. Countrywide Fin. Corp., No. 08-CY-2l4 (S.D. Tex. filed
60
Apr. 9, 2008).
Consolidated Shareholder Derivative and Class Action Complaint ~ 154, In re Countrywide Fin. Corp.
61
Derivative Litig., No. 07-CY-6293 (CD. Cal. Feb. 15,2008).

34
83. The second consolidated class action complaint in In re Countrywide

Financial Corporation Securities Litigation alleges, based on statements from a corporate-level

Senior Vice President involved in tinancial reporting and analysis until 2007, that it was

generally known at Countrywide that "there was a lot of lying going on" in connection with

stated income and stated asset loans. 62

84. And in an NBC News report, one former Countrywide loan officer said

that he had seen Countrywide supervisors stand by and watch as loan oflicers repeatedly entered

fictitious income figures into Countrywide's system until it approved the borrower for a loan. A

borrower stated in the same report that a Countrywide loan oflicer advised her to double her

salary when completing her loan application. 6J

85. Further, as discovery in the SEC's lawsuit has shown, Countrywide's

executives were aware of, but failed to disclose, internal tindings that representations of incomes

on stated loan applications were overwhelmingly inHated. For instance, an internal Countrywide

document reported results of an audit of Countrywide Bank's reduced documentation loans for

the 10-month period ending on April 30, 2006. For the purposes of this audit, Countrywide

Bank executed IRS Forms 4506, which were submitted by borrowers with their loan

applications, and compared the income stated on the loans applications with the income reported

to the IRS. The audit showed that 50.3% of the Forms 4506s executed revealed an income

variance between the loan application and IRS records of 10% or more. Of those, 69% had an

62 Second Consolidated Class Action Complaint '1155, In re Countrywide Fin. Corp. Sec. Lilig., Lead
Case No. 07-CV-05295 (C.D. Cal. filed, Jan. 6, 2009).
63 Lisa Myers, Countrywide Whistleblower Reports 'Liar Loans': Former Regional Manager Sues
Mortgage Company for Wrongful Termination, NBC Nightly News, July 1, 2008,
http://www.msnbc.com/id/25465130/ns/nightly_news/.

35
income variance of greater than 50%64 This led Countrywide's "management to conclude that

somewhere between 30 and 40% of the loans held for investment at Countrywide Bank had

materially misstated income, and therefore misstated debt to income ratios.',65 Countrywide did

not disclose these facts to either Ambac or the investing public.

(d) Fraudulent Appraisals

86. Countrywide also adopted an unlawful practice of systematically

overstating another key metric used to assess the risk of mortgage loans: the appraised value of

the mortgaged property. Countrywide adopted this practice notwithstanding that its own

Technical Manual states that Countrywide is responsible "to its investors for the quality of

appraisals used to support the value of a security property" and for assuring that the appraisers

Countrywide uses "do not engage in unacceptable practices.',66

87. In Capitol West Appraisals. LLC v. Countrywide Financial Corp.,67 Clark

v. Countrywide Home Loans, Inc.. 68 and Johnson v. KB Home 69-putative class actions filed on

behalf of real estate appraisers and homeowners nationwide-the plaintiffs allege that

Countrywide engaged in widespread appraisal-related misconduct by inflating the value of

properties in order to support the loans that it wished to make. Plaintiffs in Clark allege that

Countrywide often required the borrower to have the property appraised by its affiliates,

64SEC's Statement of Genuine Issues of Material Fact in Opposition to Defendants' Motions for
Summary Judgment ~ 427-28, SEC v. Mozilo, No. 09-CY-3994 (C.D. Cal. Aug. 16,2010).
65SEC's Opposition to Joint Memorandum of Points and Authorities in Support of Defendants Motion for
Summary Judgment and Adjudication at 8, SEC v. Mozilo, No. 09-CY-3994 (C.D. Cal. Aug. 16, 20 I0).
66 Countrywide Conventional Technical Manual, Part 8, Chapter 6, Section 3, Subsection 02 (effective
date June 21, 2000).
67 No. 08-CY-1520 (W.O. Wash. 2008).
"No. 09-CY-0036 (W.O. Wash. 2009).
69 No. 09-CY-972 (D. Ariz. 2009).

36
LandSafe, Inc. and LandSafe Appraisal Services, Inc. 7o This way, Countrywide was able to

control the appraisal process and influence and inflate the appraised values assigned to properties

on which it was lending. 71 Plaintiffs in these lawsuits allege that this conduct violated federal

law requiring appraisals prepared by an in-house or "staff appraiser" at a bank-as opposed to an

independent contractor-to "be independent of the lending, investment, and collection functions

and not involved, except as an appraiser, in the federally related transactions, and have no direct

or indirect interest, financial or otherwise, in the property."n Further, Countrywide "engaged in

a practice of pressuring and intimidating appraisers into using appraisal techniques that meet

Countrywide's business objectives even if the use ofslIch appraisal technique is improper and in

violation of industry standards.,,7J Countrywide allegedly black-listed appraisers who did not

provide appraisal reports consistent with Countrywide's expectations.

88. The allegations in Capitol West Appraisals, Clark, and Johnson are

consistent with the allegations of former Countrywide Regional Vice President Mark Zachary,

who alleges that Countrywide loan officers were permitted to discard appraisals that did not

support loan transactions in favor of appraisals by replacement appraisers that would support a

qualifying loan-to-value ratio. Indeed, Zachary's lawsuit details systematic appraisal fraud

perpetrated by Countrywide with the knowledge and acquiescence of Countrywide executives.

Specifically, Zachary alleges that an appraiser known to Countrywide executives was strongly

encouraged to inflate the appraised value of homes by as much as six percent to allow the

homeowners to "roll up" all closing costs. As Zachary noted, this conduct misled the buyer and

70 Complaint at I, Clark v. Countrywide Home Loans, Inc., No. 09-CY-0036 (W.O. Wash. 2009).
71 Complaint at 1, Clark v. Countrywide Home Loans, Inc., No. 09-CY-0036 (W.O. Wash. 2009).
72 12 C.F.R. § 34.45.
71Second Amended Class Action Complaint at I, Capitol West Appraisals, LLC v. Countrywide Fin.
Corp., No. 08-CY-1520 (W.O. Wash. 2008).

37
the secondary mortgage market by overstating the value of the property securing the mortgage

note. Zachary alleges that Countrywide executives rebuffed his persistent overtures to address

this issue.

(d) Predatory Lending

89. Further still, Countrywide engaged in predatory and abusive lending

practices in marketing its products to borrowers who could not afIord them. Among other

wrongful conduct, Countrywide enticed borrowers to borrow beyond their means by promoting

loans with low introductory "teaser" interest rates while obfuscating the steep increase in

monthly payments that would occur when these teaser rates reset at higher levels. These and

related Countrywide practices were the subject of consumer protection actions by the Attorneys

General of California, Connecticut, Florida, Illinois, Indiana, and West Virginia.

90. For example, the Attorney General of California described a deceptive

scheme to fuel Countrywide's growth by originating loans with little or no regard for the

borrowers' ability to afford them or to sustain homeownership. Among other things, the scheme

was effectuated through:

[m]isleading marketing practices designed to sel! risky and costly


loans to homeowners, the terms and dangers of which they did not
understand, including by (a) advertising that it was the nation's
largest lender and could be trusted by consumers; and (b)
encouraging borrowers to refinance or obtain purchase money
financing with complicated mortgage instruments like hybrid
adjustable rate mortgages or payment option adjustable rate
mortgages that were difficult for consumers to understand; (c)
marketing these complex loan products to consumers by
emphasizing the very low initial "teaser" or "fixed" rates while
obfuscating or misrepresenting the later steep monthly payments
and interest rate increases or risk of negative amortization; and (d)
routinely soliciting borrowers to refinance only a few months after

38
Countrywide or the loan brokers with whom it had "business
74
partnerships" had sold them loans.

91. The California Attorney General made the following allegations about

Countrywide's practices relating to HELOCs:

• Countrywide misrepresented the terms of HELOCs, including


without limitation by failing to inform the borrower that he or
she would not have access to credit because he or she was
receiving a full draw or that the monthly payment on the
HELOC was interest only and the borrower would therefore
not be able to draw additional funds on the HELOC at a later
date.

• Countrywide misrepresented or obfuscated the payment shock


that borrowers would experience after the interest only period
on the HELOCs ended. Countrywide's Call Center received
large numbers of calls from borrowers complaining that they
did not understand that the payments on their full-draw
HELOCs would only cover interest. or that the interest rates on
75
their HELOCs would adjust and increase.

92. Connecticut's complaint against Countrywide echoes the same allegations.

It states that Countrywide

made loans on terms that differed materially from those


represented to consumers prior to closing, which were not suitable
and affordable, were not appropriate for consumers' specific
situations, and were not made based on consumers' ability to pay.
By way of example . . . [Countrywide's] loan representative
circumvented [Countrywide's] own purported rules and procedures
by referring a consumer, whose fully documented application for a
HELOC had been rejected due to insufficient income by
[Countrywide], to another of [Countrywide's] retail locations so
she could apply for, and ultimately receive, a HELOC; the
consumer was then required to draw down the entire balance of the
HELOC at [the 1 time of closing despite her expectation that she

First Amended Complaint ~ 21, People ofthe State ofCalifornia v. Countrywide Fin. Corp., No.
74
LC081846 (Cal. Super. Ct. 2008).
75 First Amended Complaint ~~ 134-35, People of the State of California v. Countrywide Fin. Corp., No.
LC081846 (Cal. Super. Ct. 2008).

39
would draw against the HELOC only as needed. 76

93. Indiana's complaint against Countrywide contains specific allegations

regarding Countrywide's deceptive and misleading lending practices:

• Countrywide knowingly made deceptive or misleading


representations or omissions regarding loan terms and charges
including, but not limited to, the interest rate of the loan, the
presence or mechanics of the adjustable rate features of the
loan, and the interest rate or the material costs of the proposed
loan.

• Countrywide engaged in a practice of misleading borrowers


about the presence, the significance, or the meaning of a
prepayment penalty, or the duration of a prepayment penalty on
their loans.

• Countrywide engaged in acts and practices which resulted in


fabricated and/or inflated income information for prospective
borrowers, who would have otherwise failed to qualify for the
10ans 77

94. Indiana's complaint also describes two cases in which Countrywide

representatives misled borrowers about the duration of the 1.75% introductory rate. In one case.

Countrywide led the borrower to believe that the introductory rate would last for five years

instead of just one. In the other, Countrywide led the borrower to believe that an introductory

rate would last for an entire year, when in fact the rate increased after the first payment. 78

95. Illinois' complaint against Countrywide contains detailed allegations of

Countrywide's unfair and deceptive sales practices, including direct mailings that pushed

consumers to refinance into risky mortgage products, e-mails trumpeting complimentary loan

76 Complaint ~ 16, State o(Connecticut v. Countrywide Fin. Corp., No. 09-CV-4042969 S (Ct. Super. Ct.
2008).
77 Complaint ~'I 9-11, State ofIndiana v. Countrywide Fin. Corp., No. 76CO 1-0808-PL-0652 (Ind. Cir. Ct.
2008).
78Complaint ~~ 13-14, State o(Indiana v. Countrywide Fin. Corp., No. 76CO 1-0808-PL-0652 (Ind. Cir.
Ct. 2008).

40
reviews that induced consumers to refinance their existing mortgages, television and radio

commercials that advertised no closing cost mortgage refinancing, and sales pitches for risky

mortgages. According to the complaint, through these practices Countrywide "often hid or

obscured the risks associated with different mortgage products and refinancing.,,79

96. Similarly, West Virginia alleged in its complaint against Countrywide that

"consumers either were not told about or did not understand [Countrywide's] risky,

unconscionable products or tenns. If consumers did question these loans or terms, they were

simply told they could refinance later."so

97. In October 2008, Bank of America settled these and other state attorney

general lawsuits on behalf of Countrywide by, among other things, agreeing to provide $8.4

billion in direct loan assistance to affected borrowers. The settlement is the largest ever

settlement in a predatory lending case, dwarfing the $484 million paid by Household Finance

Corporation in 2002 to resolve claims relating to deceptive real estate lending practices. Bank of

America spokesperson James E. Mahoney stated that Bank of America has "put our own

leadership in charge of Countrywide and have committed to a very different set of business

practices going forward.,,81

C. Countrywide Executes the Transactions as Part of its Growth Strategy

98. Countrywide's growth strategy depended on securitizing the mortgage

79 Complaint ~~ 231-69, People ofthe State ofJIlillois v. Countrywide Fin. Corp., No. 08CH22994 (III.
Cir. Ct. 2008).
80 Complaint ~ 30, State of West Virginia ex rei. Darrell V. McGraw, Jr., Attorney General v.
Countrywide Fin. Corp., No. 08-C-268 (W. Va. Cir. Ct. 2008).
81 The direct assistance Bank of America agreed to provide included its commitment to modify loans in

securitized loan pools. That commitment is being challenged by investors in the affected securitizations
as outside the scope of Countrywide's authority to implement without investor approval and potentially
detrimental to the investors' financial interests. See Greenwich Financial Services Distressed Mortgage
Fund 3, LLC v. Countrywide Fin. Corp., No. 08/650474 (N.Y. Sup. Ct. 2008). Accordingly, it remains to
be seen whether Bank of America and Countrywide entered into these commitments in good faith, or
whether Bank of America sought to limit its own liability with other people's money.

41
loans it originated, which Countrywide did in record numbers. These securitizations provided

capital to make new loans, greatly increasing Countrywide's profits through loan origination fees

and servicing fees on the massive number of loans it was able to originate.

99. Twelve of these securitizations are at issue in this action: (I) CWABS

2004-K; (2) CWABS 2004-L; (3) CWABS 2004-M; (4) CWABS 2004-N; (5) CWABS 2004-0;

(6) CWABS 2004-T; (7) CWHEQ 2005-F; (8) CWHEQ 2006-B; (9) CWHEQ 2006-C; (10)

CWHEQ 2006-SI; (11) CWHEQ 2006-S4; and (12) CWHEQ 2006-S6.

100. For each of the twelve Transactions, Countrywide Home or one of its

affiliates originated the underlying residential mortgage loans and then conveyed pools of these

loans to a depositor. also a Countrywide entity, in exchange for cash. The depositor in turn

conveyed these pools to Countrywide-created trusts, which used the loans as collateral for

securities that would be sold to investors. The trusts worked with the underwriters, including

Countrywide Securities, to market and sell the securities to investors. The securities represent an

interest in the pools of the underlying loans, and, therefore, the right to participate in the

cash flows (in the form of payments of interest and principal) generated by the pools of

mortgages.

101. Countrywide's ability to effectuate its securitizations-including the

Transactions-depended on its ability to instill confidence in investors about the soundness of

the securities. Countrywide did this (i) by touting the quality of its lending practices, and (ii)

contracting with financial guaranty insurers like Ambac to guarantee the payments on certain

classes of the securities.

102. Countrywide induced Ambac to issue its Policies by making (i) fraudulent

representations and omissions in advance of the closing of the Transactions, and (ii) express

42
representations and warranties in the parties' agreements.

D. Countrywide Fraudulently Induces Ambac to Issue its Policies

103. To induce Ambac to issue its Policies, Countrywide made numerous false

and misleading statements directly to Ambac and omitted material facts about the quality of

Countrywide's loan origination procedures and the collateral underlying the Transactions.

104. First, Countrywide made regular presentations to Ambac employees at

meetings held at Countrywide's headquarters, including those in July 2004, November 2004,

September 2005, and February 2006. As discussed above, and as contemporaneously

documented in Ambac's internal memoranda, at these meetings Countrywide touted its

"conservative approach to origination volume and quality of corporate controls," and encouraged

Ambac to rely, and was aware that Ambac in fact relied, on information that Countrywide

provided at these meetings.

105. Second, Countrywide provided Ambac with draft Prospectus Supplements

to induce Ambac to insure certain classes of securities issued in the Transactions. These

Prospectus Supplements contained false and misleading statements concerning the quality of

Countrywide's loan origination procedures and, in particular, failed to disclose that Countrywide

had adopted a practice of making loans to borrowers who had little or no ability to repay their

loans.

106. Third, Countrywide sent to Ambac mortgage loan "tapes" for the

Transactions. The tapes were large spreadsheets that purported to contain true and accurate

information concerning the proposed loan pools, including key metrics for assessing the

borrowers' ability to repay their loans and the sufficiency of the properties as collateral.

Countrywide intended Ambac to rely, and Ambac did rely, on the information from the loan

43
tapes to analyze the risks of and pricing for the proposed Transactions. Countrywide knew or

should have known-in view of its abandonment of sound underwriting practices and its

knowledge of pervasive fraud-that the information on the mortgage loan tapes was materially

false and misleading.

107. Fourth, Countrywide provided Ambac with "due diligence" reports

purportedly conducted to prevent defective loans from entering the Transactions. For example,

on December 23, 2004, Ruben Avilez, Senior Vice President of Countrywide Securities,

conveyed to Ambac a summary of the loan-level re-underwriting for the CWABS 2005-T

Transaction that its consultant had purportedly conducted to ensure the quality of the loans and

their conformance to Countrywide's representations and warranties. According to Countrywide,

its consultants selected a random and adverse sample of the loans proposed for the securitization

to assess the attributes of the pool as a whole. Countrywide represented (i) that its consultants

re-underwrote the loans to assess the reasonableness of the borrowers and Countrywide's own

representations and to ensure that underwriting decisions were prudent and reasonable, and (ii)

that Countrywide overrode its underwriters' findings of non-conforming loans only where there

purportedly were strong compensating factors. Neither representation was true. What

Countrywide failed to disclose, as revealed by Ambac's subsequent re-underwriting, was that its

consultants were "rubber stamping" its determinations and fabricating compensating factors to

approve loans for the Transaction.

108. Fifth, Countrywide arranged for the rating agencies, Standard & Poor's

and Moody's, to issue "shadow ratings" in advance of Ambac's submission of its bid for the

Transactions. The ratings represented the agencies' expectations of the performance of the

securities to be issued-before accounting for any financial guaranty insurance. The rating

44
agencies used mortgage loan data provided by Countrywide to model the expected perfonnance

of the collateral that backed the securities the agencies rated. Countrywide intended Ambac to

rely, and Ambac did rely, on these ratings and take comfort in the agencies' analyses of the

expected perfonnance of the insured securities. But Countrywide knew that the mortgage-data-

dependent ratings constituted "garbage-in-garbage-out" and were false and misleading.

I 09. In addition to the direct representations and omissions made in advance of

the closing of the Transactions, Countrywide induced Ambac to issue its Policies by committing

to provide Ambac express contractual representations and warranties concerning its business and

the mortgage loans in the Transactions.

110. Ambac reasonably relied to its detriment on Countrywide's false and

misleading representations. which were designed to fraudulently induce Ambac to enter into

each Transaction. Ambac's reasonable reliance on Countrywide's representations was

contemporaneously documented in the internal memoranda Arnbac prepared to obtain internal

approval for each of the Transactions. For instance, the memorandum for the CWHEQ 2005-F

Transaction notes that Countrywide's "underwriting and origination strategy is to target

primarily' A' quality borrowers. All approval processes are centralized and any exception to its

underwriting guidelines is reviewed and detennined by only authorized underwriters."

Ill. As the largest originator and securitizer of residential mortgage loans,

Countrywide had leverage to dictate many tenns of its securitizations. Because its scheme

depended on the concealment of its actual growth strategy, Countrywide used its market power

to guard against the possibility that its counterparties, including Ambac, would get a peek behind

the curtain at the actual lending practices or attributes of the loans Countrywide originated. Most

significantly, Countrywide dictated that the Transaction participants-including Ambac and the

45
rating agencies-accept Countrywide's representations concerning its lending practices and its

disclosures about the specific loans proposed for inclusion in the Transactions. Indeed,

Countrywide even mandated that its own broker-dealer affiliate Countrywide Securities direct

the purported due diligence file review of a small sample of the proposed loans, and then

provided the results of that "diligence" to Ambac. Countrywide's protocols thus ensured it was

the sole source of information concerning its lending practices and the securitized loans,

112. Lacking the accurate depiction of Countrywide's practices and

perspective, Ambac's reliance on Countrywide's representations was reasonable and consistent

with the industry practice and the parties' bargain. As was the general practice in the industry

and as provided for in the parties' agreements, Countrywide and Ambac assumed risk and

undertook due diligence consistent with their respective roles in the Transactions. Countrywide

assumed the risk and the burden of assessing the validity of the represented attributes of the

mortgage loans that it conveyed to the trusts, including that the loans were originated pursuant to

the appropriate underwriting guidelines and were not fraudulently procured, Ambac as the

insurer bore the risk and the burden of evaluating whether loans bearing the attributes

represented by Countrywide would perform after the closing of the Transactions.

113. That was a reasoned risk allocation, Countrywide established and

implemented the underwriting guidelines, made each lending decision, and owned and held the

loan files, which afforded it access and control over information required to evaluate the loans.

Countrywide thus was in the best position and had the means before the closing of the

Transactions to assess the quality of the loans, In contrast, as a bond insurer, Ambac never

owned the loans or the loan files, and was several steps removed from the borrowers to whom

the loans were made and the lending decisions underlying the individual loans, It therefore made

46
sense for the sophisticated parties to agree that Countrywide would bear the loan origination risk,

and Ambac would bear the risk that the loans would perfonn poorly, assuming accurate

disclosures by Countrywide.

114. This risk allocation arrangement enabled each party to conduct the

appropriate due diligence consistent and commensurate with the risk they bore. Countrywide

purported to adhere to its conservative underwriting guidelines and conduct further quality

control review of the loans after origination. Ambac, in turn, (i) conducted on-site reviews of

Countrywide's operations, (ii) secured and evaluated Countrywide's representations concerning

its origination and quality control, (iii) conducted extensive modeling of its exposure to interest

rate and other market variables using the mortgage loan data represented as true by Countrywide,

(iv) assessed the adequacy of Countrywide's wherewithal to stand behind its representations and

warranties, (v) analyzed the represented performance of Countryside's prior securitizations, and

(vi) secured from Countrywide its commitment to provide representations and warranties

concerning, among other things, the veracity of the mortgage loan data Countrywide provided

and the origination practices followed.

115. Countrywide's acceptance ofthe risk and the burden of assessing the

validity of the represented attributes of the mortgage loans was, from Ambac's perspective, a

reasonable and customary risk allocation consistent with Countrywide's position as the loan

originator. Countrywide understood, could control for, and could measure the risk of loss

relating to the underwriting of its own mortgage loans. [n contrast, Ambac could not readily

assess whether Countrywide had prudently originated and underwritten the mortgage loans or

whether the mortgage loan attributes were accurately stated in the Operative Documents,

particularly within the limited time frame (i.e., just days) afforded to provide a bid in response to

47
Countrywide's solicitation. Accordingly, Ambac could not properly design or price, and

therefore would not have offered, its Policies absent Countrywide's explicit agreement to bear

the loss if the information Countrywide provided proved to be false or misleading.

116. Accordingly, Countrywide accepted the risks that its broad and extensive

representations were false, while Ambac accepted the risk that mortgage loans that conformed to

Countrywide's representations and warranties would not perform as expected.

E. Countrywide Provides Representations and


Warranties to Induce Ambac into the Transactions

117. The representations and warranties designed to induce Ambac to enter the

Transactions were included in a series of documents Countrywide executed to effectuate the

Transactions.

1. The Transltction Documents

118. The Transactions are governed by a set of documents that provide for,

among other things, (i) the sale of the mortgages by Countrywide Home to a Countrywide-

atIiliated special purpose vehicle~ (ii) the servicing of those mortgages by Countrywide Home or

another Countrywide entity; and (iii) the rights of the purchasers of mortgage-backed securities

("Noteholders").

119. The rights and obligations of the parties for the HELOC Transactions are

governed by M0l1gage Loan Purchase Agreements ("MLPA"). Sale and Servicing Agreements

("SSA"), and Trust Indentures. For the CES Transactions, the rights and obligations of the

parties are governed primarily by Pooling and Servicing Agreements ("PSA"). For each

Transaction, Countrywide and Ambac also entered into an 1&1 Agreement which provided the

terms for the issuance of a financial guaranty policy by Ambac to the trust for the benefit of the

Noteholders. Collectively, for each Transaction, these documents-along with other documents

48
executed by the parties at the time of the closing of each Transaction-are referred to as the

"Operative Documents."

(a) HELOC Transactions

120. As the Sponsor in the nine HELOC Transactions, Countrywide Home

securitized more than 219,200 HELOCs that served as collateral for the issuance of$13.75

billion in publicly offered securities. One HELOC Transaction-CWHEQ 2005-F-is described

in greater detail below. This Transaction provides a representative example of the rights and

obligations of the parties under all of the HELOC Transactions.

121. As the Sponsor in the CWHEQ 2005-F Transaction, Countrywide Home

securitized more than 36,800 HELOCs that served as collateral for the issuance of $2.7 billion in

publicly offered Class I-A and Class 2-A Notes.

122. On August 25, 2005, Garrett Galati of Countrywide sent to Ambac by e-

mail a request for bids to issue the financial guaranty insurance policy for the CWHEQ 2005-F

Transaction-the request included a loan tape for the Transaction. On or about September 13,

2005, Ambac submitted a bid for the CWHEQ 2005-F Transaction, and Countrywide awarded

the CWHEQ 2005-F Transaction to Ambac.

123. The CWHEQ 2005-F Transaction closed on September 29,2005 and was

effectuated through the following series of agreements executed by Countrywide and its affiliates

(the "CWHEQ 2005-F Operative Documents").

124. First, Countrywide Home and its affiliate (Park Monaco Inc.), acting as

Sellers, sold and assigned their interest in the HELOCs owned by them to an affiliate, CWHEQ,

Inc., pursuant to an MLPA dated September 29, 2005 (the "CWHEQ 2005-F MLPA,,).82

82 The parties to the MLPAs for the CWABS 2004-K (dated September 29,2004), CWABS 2004-L
(dated September 29,2004), CWABS 2004-M (dated September 29, 2004), CWABS 2004-N (dated

49
12S. Second, CWHEQ, Inc. sold its interest in the mortgage loans, and assigned

all of its rights under the CWHEQ 200S-F MLPA to the CWHEQ Revolving Home Equity Loan

Trust, Series 200S-F (the "CWHEQ 200S-F Trust") pursuant to an SSA dated September 29,

200S (the "CWHEQ 200S-F SSA,,).83 Pursuant to an Indenture, dated September 29, 200S (the

"CWHEQ 200S-F Indenture"),84 the CWHEQ 200S-F Trust then issued the Class I-A and Class

2-A Notes, which were underwritten and marketed to investors by another Countrywide affiliate,

85
Countrywide Securities, by means of a Prospectus Supplement, dated September 27. 200S

126. Third, Countrywide Home, in its capacities as Sponsor and Master

Servicer, entered into an 1&1 Agreement with Ambac. dated September 29, 200S (the "CWHEQ

200S-F 1&1 Agreemenf,).86 Under the CWHEQ 200S-F 1&1 Agreement, Ambac agreed to issue

September 29,2004), CWABS 2004-0 (dated September 29, 2004), and CWABS 2004-T (dated
December 23, 2004) Transactions are Countrywide Horne (as Seller) and CW ABS, Inc. (as Purchaser).
The parties to the MLPAs for the CWHEQ 2006-B (dated March 29, 2006) and CWHEQ 2006-C (dated
March 30, 2006) Transactions are Countrywide Home (as Seller), Park Monaco Inc. (as Seller). and
CWHEQ, Inc. (as Purchaser),
8) The parties to the SSAs for the CWABS 2004-K (dated September 29, 2004), CWABS 2004-L (dated

September 29,2004), CWABS 2004-M (dated September 29, 2004), CWABS 2004-N (dated September
29,2004), CWABS 2004-0 (dated September 29,2004), and CWABS 2004-T (dated December 23,
2004) Transactions are CWABS, Inc, (as Depositor), Countrywide Home (as Sponsor and Master
Servicer), the trust set up by Countrywide for the respective Transaction, and lPMorgan Chase Bank (as
Indenture Trustee). The parties to the SSAs for the CWHEQ 2006-B (dated March 29, 2006), and
CWHEQ 2006-C (dated March 30, 2006) Transactions are CWHEQ (as Depositor), Countrywide Home
(as Sponsor and Master Servicer), the trust set up by Countrywide for the respective Transaction, and
lPMorgan Chase Bank, N,A, (as Indenture Trustee),
84 The Indentures for the CWABS 2004-K, CWABS 2004-L, CWABS 2004-M, and CWABS 2004-N
Transactions are dated September 29, 2004; the Indenture for the CWABS 2004-0 Transaction is dated
September 30, 2004; the Indenture for the CWABS 2004-T Transaction is dated December 23,2004; the
Indenture for the CWHEQ 2006-B Transaction is dated March 29, 2006; and the Indenture for the
CWHEQ 2006-C Transaction is dated March 30, 2006,
85The Prospectus Supplements for the CWABS 2004-K, CWABS 2004-L, CWABS 2004-M, CWABS
2004-N, and CWABS 2004-0 Transactions are dated September 27, 2004; the Prospectus Supplement for
the CWABS 2004-T Transaction is dated December 20, 2004; the Prospectus Supplements for the
CWHEQ 2006-B and CWHEQ 2006-C Transactions are dated March 28, 2006.
86The 1&1 Agreements for the CWABS 2004-K, CWABS 2004-L, CWABS 2004-M, and CWABS 2004-
N Transactions are dated September 29,2004; the 1&1 Agreement for the CWABS 2004-0 Transaction is
dated September 30, 2004; the 1&1 Agreement for the CWABS 2004-T Transaction is dated December

so
a financial guaranty insurance policy for the Class I-A and Class 2-A Notes in exchange for a

premium and the representations, warranties, covenants, rights, and remedies afforded by the

CWHEQ 2005-F 1&1 Agreement and other Operative Documents for the CWHEQ 2005-F

Transaction.

127. Finally, relying on the representations and warranties, covenants, rights,

and remedies afforded by the CWHEQ 2005-F 1&1 Agreement, CWHEQ 2005-F MLPA,

CWHEQ 2005-F SSA, and CWHEQ 2005-F Indenture, Ambac issued a financial guaranty

insurance policy--Certificate Guaranty Insurance Policy No. AB0925BE (the "CWHEQ 2005-F

PoIicy,,).87 Under the CWHEQ 2005-F Policy, Ambac agreed to insure certain payments of

interest and principal with respect to the Class I-A and Class 2-A Notes. 8s

128. For the remaining HELOC Transactions, the following chart summarizes

the dates when Countrywide disseminated the mortgage loan tape to Ambac via e-mail and when

the closing took place:

Transaction Date Loan Tape Countrywide Employee Closing Date


Disseminated Disseminating the Loan Tape
CWABS 2004-K September 9, 2004 David Anderson September 29, 29.Qi.
CWABS 2004-L September 15, 2004 David Anderson September 29,2004

l
I CWASS 2004-M September 22, 2004 David Anderson September 29, 2004
CWABS 2004-N September 22, 2004 David Anderson September 29,2004
CWABS 2004-0 September 25, 2004 Jon Coleman ~tember30, 2004
CWABS 2004-T December 6, 2004 David Anderson December 23, 2004

I
CWHEQ 2006-B
CWHEQ 2006-C I
March 7. 2006
March 14, 20~
Garrett Galati
,
Garrett GalatI r
March 29, 2006
March 30. 2006\

23,2004; the 1&1 Agreement for the CWHEQ 2006-B Transaction is dated March 29, 2006; and the 1&1
Agreement for the CWHEQ 2006-C Transaction is dated March 30, 2006.
87The Certificate Guaranty Insurance Policies for the remaining HELOC Transactions are as follows:
CWABS 2004-K (AB0798BE); CWABS 2004-L (AB0809BE); CWABS 2004-M (AB08 lOBE); CWABS
2004-N (AB0081 IBE); CWABS 2004-0 (AB0813BE); CWABS 2004-T (AB0849BE): CWHEQ 2006-B
(AB0979BE); and CWHEQ 2006-C (AB0985BE).
88 For the remaining HELOC Transactions, Amhac agreed to insure certain payments of interest and
principal with respect to the Class I-A and 2-A Notes for each of the Transactions.

51
(b) CES Transactions

129. As the Sponsor in the CES Transactions, Countrywide Home securitized

more than 48,800 loans that served as collateral for the issuance of approximately $2.96 billion

in publicly offered securities. One CES Transaction--CWHEQ 2006-S I-is described in

greater detail below. This Transaction provides a representative example of the rights and

obligations of the parties under all of the CES Transactions.

130. The CWHEQ 2006-S I Transaction involved the securitization by

Countrywide Home of more than 13,900 CES mortgage loans. These loans served as collateral

for the issuance of $860 million in publicly offered Class A-I, Class A-2, Class A-3, Class A-4,

Class A-5, Class A-IO, and Class A-R Certificates.

131. In or about March 2006, Countrywide sent to Ambac bye-mail a request

for bids to issue the financial guaranty insurance policy for the CWHEQ 2006-S I Transaction-

the request included a loan tape for the Transaction. By letter dated March 23, 2006, Ambac

submitted a bid for the CWHEQ 2006-S1 Transaction, and Countrywide awarded the CWHEQ

2006-S I Transaction to Ambac.

132. The CWHEQ 2006-S I Transaction closed on March 30, 2006 and was

effectuated through the following series of agreements executed by Countrywide and its affiliates

(the "CWHEQ 2006-S I Operative Documents").

133. First, Countrywide Home and its affiliates (Park Granada LLC, Park

Monaco Inc., and Park Sienna LLC), acting as Sellers, conveyed their entire interest in a pool of

mortgage loans to CWHEQ, Inc., pursuant to a PSA dated March 1,2006 (the "CWHEQ 2006-

S I PSA'').89 Pursuant to the CWHEQ 2006-S IPSA, CWHEQ, Inc. conveyed its rights in the

89The parties to the PSAs for the CWHEQ 2006-S4 (dated August 1,2006) and CWHEQ 2006-S6 (dated
September 1,2006) Transactions are; CWHEQ, Inc. (as Depositor); Countrywide Home (as Seller); Park

52
pool of mortgage loans to a trustee, for the benefit of holders of Class A-I, Class A-2, Class A-3,

Class A-4, Class A-5, Class A-IO, and Class A-R Certificates, which were issued pursuant to the

CWHEQ 2006-S I PSA and underwritten and marketed to investors by Countrywide Securities

by a Prospectus Supplement, dated March 29, 2006. 90

134. Then, Countrywide Home, in its capacities as Sponsor, Seller, and Master

Servicer, entered into an 1&[ Agreement with Ambac, dated March 30, 2006 (the "CWHEQ

2006-S I [&1 Agreement,,)91 Under the CWHEQ 2006-S I [&1 Agreement, Ambac agreed to

issue a financial guaranty insurance policy for the Class A Certificates in exchange for a

premium and the representations, warranties, covenants, rights, and remedies afforded by the

CWHEQ 2006-S I 1&1 Agreement and the CWHEQ 2006-S IPSA.

135. Finally, relying on the representations and warranties, covenants, rights,

and remedies afforded by the CWHEQ 2006-S I [&1 Agreement and CWHEQ 2006-S IPSA,

Ambac issued Certificate Guaranty Insurance Policy No. AB0984BE (the "CWHEQ 2006-S I

Policy,,)92 Under the CWHEQ 2006-S I Policy, Ambac agreed to insure certain payments of

interest and principal with respect to the Class A Certificates. 93

136. For the remaining CES Transactions, the following chart summarizes the

dates when Countrywide disseminated the mortgage loan tape to Ambac via e-mail and when the

closing took place:

Granada LLC (as Seller); Park Monaco Inc. (as Seller); Park Sienna LLC (as Seller); Countrywide Home
Loans Servicing LP (as Master Servicer); and The Bank of New York (as Trustee).
90The Prospectus Supplement for the CWHEQ 2006-S4 Transaction is dated September 7, 2006, and the
Prospectus Supplement for the CWHEQ 2006-S6 Transaction is dated September 28, 2006.
The [&1 Agreement for the CWHEQ 2006-S4 Transaction is dated September 8, 2006, and the 1&1
91
Agreement for the CWHEQ 2006-S6 Transaction is dated September 29, 2006.
The Certificate Guaranty Insurance Policies for the remaining CES Transactions are as follows:
92
CWHEQ 2006-S4 (AB I 023BE); and CWHEQ 2006-S6 (AB I 031 BE).
"For the remaining CES Transactions, Ambac agreed to insure certain payments of interest and principal
with respect to the Class A Certificates for each of the Transactions.

53
Transaction Date Loan Tape Countrywide Employee Closing Date
Disseminated Disseminatine the Loan Tape
CWHEQ 2006-S4 July 31, 2006 Garret Galati September 8, 2006
CWHEQ 2006-S6 September IS, 2006 Garret Galati September 29, 2006

2. Countrywide's Representations and Warranties

137. In the foregoing transaction documents, Countrywide made two types of

representations and warranties to Ambac. First, in the 1&1 Agreements, Countrywide made

representations and warranties to Ambac concerning the accuracy of all infoffi1ation it provided

to Ambac, including data on the mortgage loan tapes for each of the Transactions. information

about Countrywide's mortgage lending practices in general, its financial information, and its

inventory of second-lien loans as a whole. These comprehensive "transaction-level"

representations conveyed that Countrywide was a prudent, responsible, and financially sound

mortgage lender and that the loans in the Transactions were drawn from a larger pool of

Countrywide originated loans that, as a whole, conformed to Countrywide's touted underwriting

standards, and that any non-conforming loans were the exception, not the rule. And they

provided assurance that Countrywide had not engaged in wholesale, rampant misconduct

resulting in a portfolio replete with defective loans, which is a risk that Ambac could not model

or accept.

138. Second, Countrywide made extensive "loan-level" representations and

warranties to Ambac pertaining to the individual mortgage loans that Countrywide selected and

pooled for the Transactions. Countrywide agreed to cure the breach, repurchase, or substitute

any loan that did not conform to one or more of these specific and numerous representations and

warranties. The loan-level representations and warranties remedy thus afforded Ambac with a

means of addressing anomalous-but not pervasive--non-conforming loans in the securitized

pools. Moreover, so long as the volume of non-confoffi1ing loans was immaterial, Ambac could

54
evaluate and price the risk of the pools of loans bearing the represented and warranted attributes

with the knowledge and understanding that any aberrant, non-conforming loan would be

addressed by Countrywide through the repurchase protocol.

139. Ambac would not have entered into the Transactions had it knovm that

Countrywide had materially and pervasively breached either set of the representations and

warranties it made to Ambac.

(a) Countrywide's Transaction-Level Representations and Warranties

140. The transaction-level representations and warranties Countrywide made to

Ambac are found in the 1&1 Agreements, and include the following:

• Financial Statements. The Financial Statements of CFC


[Countrywide Financial], copies of which have been furnished
to [Ambac], (i) are, as of the dates and for the periods referred
to therein, complete and correct in all material respects, (ii)
present fairly the financial condition and results of operations
of CFC as of the dates and for the periods indicated and (iii)
have been prepared in accordance with generally accepted
accounting principles consistently applied, except as noted
therein . . .. Since the date of the most recent Financial
Statements, there has been no Material Adverse Change in
respect of Countrywide, the Master Servicer or the De~ositor
or, to the best knowledge of Countrywide [Home], CFC. 4

• Accuracy of Information. Neither the Operative Documents


nor other material information relating to the Mortgage Loans,
the operations of Countrywide, the Issuer or the Depositor or
the financial condition of Countrywide, the Issuer or the
Depositor (collectively, the "Documents"), as amended,
supplemented or superseded. furnished to [Ambac] in writing
or in electronic form by Countrywide, the Issuer or the
Depositor contains any statement of material fact which was
untrue or misleading in any material respect when made. Each
of Countrywide, the Issuer and the Depositor has no knowledge
of any circumstances that could reasonably be expected to
cause a Material Adverse Change with respect to Countrywide,
the Issuer or the Depositor. Since the furnishing of the

94 CWHEQ 2005-F 1&1 Agreement § 2.01(g); CWHEQ 2006-51 1&1 Agreement § 2.01(g).

55
Documents, there has been no change nor any development or
event involving a prospective change known to Countrywide,
the Issuer or the Depositor that would render any of the
Documents untrue or misleading in any material respect. 9S

• Compliance with Securities Laws. The offer of the Notes


complies or shall comply in all material respects with all
requirements of law, including all registration and reporting
requirements of applicable securities laws. Without limiting
the foregoing, the Offering Document does not contain any
untrue statement of material fact and does not omit to state a
material fact necessary to make the statements made therein, in
light of the circumstances under which they were made, not
. Iea d·109; .... 96
mls

141. As demonstrated by the plain language of these representations and

warranties, Countrywide attested to, among other things, the truth and completeness of the

written and electronic documentation that Countrywide provided to Ambac about Countrywide's

mortgage lending business and Countrywide's pools of second-lien loans as a whole, which

included (i) Countrywide's "Financial Statements," (ii) "other material information relating to

the Mortgage Loans [and] the operations of Countrywide," and (iii) the "Offering Documents,"

i. e., the Prospectuses and Prospectus Supplements.

142. As discussed above, in its Prospectus Supplements Countrywide extolled

the quality of its underwriting practices, and its financial statements contained Countrywide's

assessment of the value of its mortgage loan portfolio and the residual interests Countrywide

maintained in its securitizations.

143. Countrywide thus sought to convey to Ambac that it could he confident

that Countrywide's loan portfolio, from which the loans in the Transactions were drawn, was

95 CWHEQ 2005-F 1&1 Agreement § 2.01(j). The CES Transactions contain a similar provision. See
CWHEQ 2006-SI1&1 Agreement § 2.010).
96 CWHEQ 2005-F 1&1 Agreement § 2.01(k). The CES Transactions contain a similar provision. See
CWHEQ 2006-S 1 1&1 Agreement § 2.01 (k).

56
originated pursuant to sound and prudent underwriting practices and not replete with poorly

originated and fraudulent loans, and that Countrywide had the ability and financial wherewithal

to meet its contractual commitments. These were basic assumptions of the parties' bargains.

Ambac would not have entered into the Transactions had Countrywide not stood behind its

mortgage lending business and accepted the risk of loss in the event that its representations and

warranties proved false or misleading.

144. Reflecting the broad scope and significance of these representations and

warranties, the 1&1 Agreements explicitly state that Ambac may pursue any remedy "existing at

law or in equity" in the event of a breach by Countrywide. 97 The 1&1 Agreements also provide

that Ambac may pursue express contractual remedies, and that any and all remedies are

· an d not exc IuSlve.


cumu Ialive ' 98

145. And consistently, the express contractual remedies afforded to Ambac are

broad. Under the 1&1 Agreements, for example, Ambac is entitled to indemnification for claim

payments made as a result of Countrywide's breaches of these representations and warranties. 99

And Ambac is entitled to recover any expenses, plus interest, incurred in protecting, preserving

,. . Its
and enlorcmg . ng
. h ts an d reme d'1es. 100

(b) Countrywide's Loan-Level Representations and Warranties

146. Countrywide's extensive representations and warranties pertaining to the

specific mortgage loans it pooled for the Transactions are set forth in the MLPAs and SSAs for

the HELOC Transactions and the PSAs for the CES Transactions, incorporated by reference in

97 CWHEQ 2005-F 1&1 Agreement §§ 5.01 - 5.02; CWHEQ 2006-S 1 [&1 Agreement §§ 5.01 - 5.02.
98 CWHEQ 2005-F 1&1 Agreement §§ 5.01 - 5.02; CWHEQ 2006-SI 1&[ Agreement §§ 5.01 - 5.02.
99 CWHEQ 2005-F 1&[ Agreement § 3.04(a); CWHEQ 2006-S I 1&1 Agreement § 3.04(a).
100 CWHEQ 2005-F 1&1 Agreement §§ 3.03(c) and (d): CWHEQ 2006-S1 1&1 Agreement §§ 3.03(c) and
(d).

57
the 1&1 Agreements, and include the following:

• As of the Closing Date, the information in the Mortgage Loan


Schedule tor the Initial Mortgage Loans is correct in all
. I respects.... 101
matena

• As of the Closing Date with respect to the Initial Mortgage


Loans ... the Mortgage File tor each Mortgage Loan contains
each of the documents specified to be included in it.,02

• At origination, each Mortgage Loan and the related Mortgage


Note complied in all material respects with applicable local,
state, and federal laws, including all applicable predatory and
abusive lending laws, usury, truth-in-Iending, real estate
settlement procedures, consumer credit protection, equal credit
opportunity, or disclosure laws applicable to the Mortgage
Loan, and the servicing practices used by the Master Servicer
with respect to each Mortgage Loan have been consistent with
the practices and the degree of skill and care the Master
Servicer exercises in servicing tor itself loans that it owns that
are comparable to the Mortgage Loans. 103

• As of the Closing Date with respect to the Initial Mortgage


Loans . . . , the Combined Loan-to-Value Ratio tor each
Mortgage Loan in each loan group was not in excess of the
percentage specified in the Adoption Annex. 104

• As of the Closing Date with respect to the Initial Mortgage


Loans ... , no selection procedure reasonably believed to be

101 CWHEQ 2005-F MLPA § 3.02(a)(4). The CES Transactions contain a similar representation and
warranty: "The information set forth on Exhibit F-I [i.e., schedules of Mortgage Loans] hereto with
respect to each Initial Mortgage Loan is true and correct in all material respects as of the Closing Date."
See CWHEQ 2006-S 1 PSAs§ 2.03(b)(7).
102 CWHEQ 2005-F MLPA § 3.02(a)( 13). The CES Transactions do not contain this representation and
warranty.
IOJ CWHEQ 2005-F MLPA § 3.02(a)(14). The CES Transactions contain a similar representation and
warranty: "Each Mortgage Loan, at the time it was originated and as of the Closing Date or the related
Subsequent Transfer Date, as applicable, complied in all material respects with applicable local, state and
federal laws, including, but not limited to, all predatory and abusive lending laws." See CWHEQ 2006-
S IPSA § 2.03(b)(57).
CWHEQ 2005-F MLPA § 3.02(a)(l9). The Adoption Annex for the MLPAs specifies a Combined
104
Loan-to-Value Ratio of 100%. The CES Transactions contain a similar representation and warranty: "No
Mortgage Loan had a Combined Loan-to-Value Ratio at origination in excess of 100.00%." See CWHEQ
2006-S 1 PSA 2.03(b)( I0).

58
adverse to the interests of the Transferor, the Noteholders, or
[Ambac] was used in selecting the Mortgage Loans. lOs

• As of the Closing Date with respect to the Initial Mortgage


Loans ... , no default exists under any applicable Mortgage
Note or applicable Mortgage Loan and no event that, with the
passage of time or with notice and the expiration of any grace
or cure period, would constitute a default under any applicable
Mortgage Note or applicable Mortgage Loan has occurred and
. d 106
been WaIVe.

• As of the Closing Date with respect to the Initial Mortgage


Loans ... , each Mortgage Loan was originated in accordance
with the Sponsor's underwriting guidelines and the Sponsor
had no knowledge of any fact that would have caused a
reasonable originator of mortgage loans to conclude on the date
of origination of each Mortgage Loan that each such Mortgage
Loan would not be paid in full when due. 107

• Before the approval of the Mortgage Loan application, an


appraisal of the related Mortgaged Property was obtained from
a qualified appraiser, duly appointed by the Sponsor, who had
no interest, direct or indirect, in the Mortgaged Property or in
any loan secured by the Mortgaged Property, and whose

105 CWHEQ 2005-F MLPA § 3.02(a)(20). The CES Transactions contain a similar representation and
warranty: 'The Mortgage Loans were selected from among the outstanding one- to four-family mortgage
loans in the applicable Seller's portfolio at the Closing Date as to which the representations and
warranties made as to the Mortgage Loans set forth in this Section 2.03(b) ... can be made. No selection
was made in a manner that would adversely affect the interests of [Noteholders] or [Ambac]." See
CWHEQ 2006-S 1 PSA § 2.03(b)(49).
106CWHEQ 2005-F MLPA § 3.02(a)(36). The CES Transactions contain a similar representation and
warranty: "There is no material monetary default existing under any Mortgage or the related Mortgage
Note and, to the best ofCHL's [Countrywide Home Loans, Inc.'s] knowledge, there is no material event
that, with the passage of time or with notice and the expiration of any grace or cure period, would
constitute a default, breach, violation or event of acceleration under the Mortgage or the related Mortgage
Note; and no Seller has waived any default, breach, violation or event of acceleration." See CWHEQ
2006-S IPSA § 2.03(b)(40).
107 CWHEQ 2005-F MLPA § 3.02(a)(37). The CES Transactions contain a similar representation and
warranty: "The Mortgage Loans originated by CHL were underwritten in all material respects in
accordance with CHL's underwriting guidelines for closed-end second lien mortgage loans or, with
respect to Mortgage Loans purchased by CHL were underwritten in all material respects in accordance
with customary and prudent underwriting guidelines generally used by originators of closed-end second
lien mortgage loans." See CWHEQ 2006-S1 PSA § 2.03(b)(45).

59
compensation is not affected by the approval or disapproval of
the Mortgage Loan. 108

• The Initial Mortgage Loans, individually and in the aggregate,


confonn in all material respects to their descriptions in the
Prospectus SuppiemenL I09

147. In short, Countrywide expressly represented and warranted the key

attributes of each loan it conveyed to the Trusts. The MLPAs for the HELOC Transactions also

provide that these "Agreement!s] shall bind and inure to the benefit of and be enforceable by ...

[Ambac]."llo

148. Countrywide further extended the loan-level representations and

warranties directly to Ambac by reference in a representation and warranty in the I&I

Agreements, which states:

Operative Documents. Each of the representations and warranties


of Countrywide . . . contained in the applicable Operative
Documents and the Underwriting Agreement is true and correct in
all material respects and ... Countrywide ... hereby makes each
such representation and warranty to, and for the benefit of.
[Ambac] as if the same were set forth in full herein .... 111

149. This representation and warranty also provides that, in the event any loan

is found to have breached these loan-level representations and warranties, Ambac is entitled to

enforce the remedy provided by the SSAs in the HELOC Transactions and the PSAs in the CES

'0& CWHEQ 2005-F MLPA § 3.02(a)(52). The CES Transactions contain a similar representation and
warranty: "Prior to the approval ofthe Mortgage Loan application, an appraisal of the related Mortgaged
Property was obtained from a qualified appraiser, duly appointed by the originator, who had no interest,
direct or indirect, in the Mortgaged Property or in any loan made on the security thereof, and whose
compensation is not affected by the approval or disapproval of the Mortgage Loan; such appraisal is in a
form acceptable to Fannie Mae and Freddie Mac." See CWHEQ 2006-S 1 PSA § 2.03(b)(46).
109 CWHEQ 2005-F MLPA § 3.02(a)(57). The CES Transactions contain a similar representation and
warranty. See CWHEQ 2006-S1 PSA § 2.03(b)(52).
110 CWHEQ 2005-F MLPA § 7.07.
"' CWHEQ 2005-F 1&[ Agreement § 2.01(1); CWHEQ 2006-Sl I&I Agreement § 2.01(1).

60
Transactions. 112 The SSAs provide that upon discovery or receipt of notice of a breach of any of

the MLPA loan-level representations and warranties, Countrywide must notify Ambac of the

breach and cure the breach, repurchase the non-conforming loan, or substitute another equivalent

loan in its place; 113 the PSAs provide that "upon discovery" or receipt of notice of a breach of

any of the loan-level representations. Countrywide must cure the breach, repurchase the non-

conforming loan, or substitute another equivalent loan in its place. I 14 This loan-level repurchase

remedy was intended to address the aberrant defective loan that may have evaded Countrywide's

purportedly rigorous underwriting standards and quality controls. It was not intended as an

alternative to Countrywide's compliance with its representations and warranties and, indeed, is

inadequate to address pervasive breaches of those representations and warranties.

150. Further, the SSAs specifically provide that Countrywide is required to

cure, substitute, or repurchase a non-conforming loan even if it was not aware of the facts

constituting the breach of the applicable representation and warranty: "If the substance of any

representation and warranty ... made to the best of [Countrywide's] knowledge or as to which

[Countrywide] has no knowledge is inaccurate and the inaccuracy materially and adversely

affects the interest of the Trust, the Noteholders, or [Ambac] ... then, notwithstanding that

[Countrywide] did not know the substance ofthe representation and warranty was inaccurate at

the time the representation or warranty was made. the inaccuracy shall be a breach of the

applicable representation or warranty." I 15 The SSAs also specifically provide that "[Ambac] is a

112 CWHEQ 2005-F 1&1 Agreement § 2.01(1); CWHEQ 2006-SII&1 Agreement § 2.01(1).
113 CWHEQ 2005-F SSA § 2.04(c).
114 CWHEQ 2006-S1 PSA § 2.03(e).
liS CWHEQ 2005-F SSA § 2.04(b) (emphasis added).

61
third party beneficiary ofth[ese] Agreement[s].,,116

151. The 1&1 Agreements provide that Ambac is a third-party beneficiary of the

underlying Operative Documents, with all rights afforded thereunder, and incorporate and restate

for the benefit of Ambac all of the representations, warranties, and covenants Countrywide made

in the Operative Documents.

152. The 1&1 Agreements also mandate that Countrywide reimburse Ambac for

any payment (plus interest) that Ambac makes under its Policies as a result of Countrywide's

failure to comply with its obligation to repurchase, cure, or substitute a loan. 117

F. Countrywide's Fraud Is Revealed

153. With the collapse of the residential real estate market in late 2007,

Countrywide could no longer conceal its policy and practice of systematically originating loans

to borrowers who could not repay them. Ambac and the public became aware of what

Countrywide knew all along: that Countrywide's loan portfolios were replete with poorly

originated loans that were likely to default.

1. FrtlUd demonstrated by particularized allegtltions

154. As detailed in the pleadings in the actions referenced above, former

Countrywide employees and internal documents have revealed Countrywide's pervasive,

imprudent, and unlawful origination practices, including:

• a high-level corporate strategy to find a way to make every loan


regardless of the borrowers' ability to pay, and thereby pursue
origination volume at the expense of mortgage underwriting standards;

• the processing of exceptions to underwriting guidelines without a


reasonable basis and in such volumes as to make the exception the
rule;

116 CWHEQ 200S-F SSA § 8.06.


117 CWHEQ 200S-F 1&1 Agreement § 3.03(b); CWHEQ 2006-S1 1&1 Agreement § 3.03(b).

62
• actively and systematically funneling into its reduced documentation
loan programs unqualified borrowers who it knew were not likely to
be able to repay indebtedness in a timely fashion;

• repeatedly soliciting the same borrowers to refinance every several


months and thereby manipulating its static pool loss data to artificially
improve performance:

• pressuring of appraisers to inflate values of appraised properties or risk


being blacklisted;

• engaging in abusive and predatory lending in violation of state


consumer protection statutes; and

• failing to implement controls to guard against, or even actively


condoning and facilitating, borrower, broker, and employee fraud on a
massive scale.

2. COImtrywil[e fraud is corroborated by the Transactions' petjormance

155. The abysmal performance of the loans included in the Transactions

corroborates the falsity of Countrywide's representations about the quality of its underwriting.

As reflected in the following table, the Transactions have experienced cumulative losses of more

than $1.4 billion in the aggregate: 118

Transaction Cumulative Losses


CWABS 2004-K $45,284,150.89

CWABS 2004-L $27,500,934.54

CWABS 2004-M $27,900,571.78

CWABS 2004-N $27,890,603.20

CWABS 2004-0 $48,215,579.86

CWABS 2004-T $87,181,781.20

CWHEQ 2005-F $213,867,170.74

CWHEQ 2006-B $218,989,613.64

CWHEQ 2006-C $265,718,099.71

118 As of September 15,20 I0 for the HELOC Transactions and September 25, 20 I0 for the CES
Transactions.

63
I CWHEQ 2006-S I
I
$81,486,625.37
CWHEQ 2006-S4 $200,346,474.28
CWHEQ 2006-S6 $184,007,387.98

Total $1,428,388,993.19
I

As of August 30, 20 I0, Ambac has made claim payments to cover these losses of more than

$466 million.

3. Countrywide'sfraud is demonstrated by Ambac's re-underwriting

156. The falsity of Countrywide's representations about the quality of its loan

underwriting and the attributes of the loans included in the Transactions is further corroborated

by Ambac's loan-level re-underwriting of the securitized loans. When the Transactions'

performance first began to deteriorate, Ambac reviewed the loan origination files provided for

the loans securitized in the Transactions. Countrywide only provided Ambac with files for loans

which had defaulted. To date, 6,533 loan files have been reviewed. Of those. a remarkable over

97% contained evidence of one or, in most cases, more than one of the following defects:

• fraud, primarily involving misrepresentation of the borrower's income,


assets, employment, or intent to occupy the property as the borrower's
residence (rather than as an investment), and subsequent failure to so
occupy the property;

• failure by the borrower to accurately disclose his or her liabilities,


including multiple other mortgage loans taken out to purchase additional
investment property;

• appraisals that do not support the claimed value of the property;

• pervasive violations of Countrywide's own underwriting guidelines,


including loans made to borrowers (i) who made unreasonable claims as to
their income, (ii) with multiple, unverified social-security numbers, (iii)
with debt-to-income and loan-to-value ratios above the allowed
maximums, or (v) with relationships to the lender or other non-arm's-
length relationships; and

• inappropriately and deceptively high levels of loans approved on an

64
"exception" basis both within Countrywide's automated underwriting
system (CLUES) and outside it, in numerous cases in violation of
underwriting guidelines supplied and represented by Countrywide as being
applicable to the loans in question, which purportedly limited the use of
"exceptions" to only those instances in which compensating factors
warranted approval.

157. These defects demonstrate that Countrywide's representations about the

quality of its underwriting practices and the key attributes of the loans were false when made.

G. Countrywide's Pervasive Breaches oflts Representations and Warranties

158. Each of the defects described above that were identified through Ambac's

re-underwriting efforts constitute a breach of one or more of Countrywide's loan-level

representations and warranties that materially and adversely affects Ambac's interest in the

applicable loan. And the prevalence of the breaches in the loans Ambac has reviewed

constitutes, in the aggregate, a material breach of Countrywide's broader, transaction-level

representations and warranties about the absence of material misstatements or omissions in the

information provided to Ambac regarding Countrywide's mortgage lending practices, and,

consequently, constitutes a material breach of the 1&1 Agreements as a whole.

159. Ambac's allegations demonstrate the pervasive and material breaches of

Countrywide's representations and warranties in the 1&1 Agreements pertaining to the accuracy

of information it provided to Ambac, including information about its mortgage lending business

(including the specific statements about its underwriting practices in its Prospectus

Supplements).

160. They also demonstrate that Countrywide breached its representation and

warranty concerning the accuracy of its financial statements. That is, in its efforts to conceal its

underwriting improprieties. Countrywide materially understated its allowance for loan losses and

loan repurchase obligations and materially overstated the value of its residual interests. In doing

65
so, Countrywide deprived Ambac ofthe benefit of an early warning sign about Countrywide's

financial health, its ability to perform its obligations under the Operative Documents, and the

value it placed on the loans it originated.

H. Countrywide Compounds its Breaches by


Frustrating the Loan-Level Contractual Remedy

161. In April 2008, Ambac sought from Countrywide access to documents

related to the Transactions, to which it is entitled under Section 2.02 of the 1&1 Agreements, to

assess Countrywide's compliance with its representations and warranties. Rather than comply

with its contractual commitments, Countrywide erected one obstacle after another to hinder the

production of the requested documentation. Indeed, after delaying over five months, in late

September 2008. Countrywide then weakly represented that the data would be sent if

Countrywide could locate a computer hard drive onto which the files could be copied. When

nothing was forthcoming, Ambac was forced to serve Countrywide with formal notice of breach

of the 1&1 Agreements. Only thereafter did Countrywide provide the requested data to Ambac.

162. Ambac was then able to conduct the re-underwriting analyses which

demonstrated that the defaulting loans were replete with breaches of Countrywide's

representations and warranties. In December 2008, Ambac began providing Countrywide with

formal notices of breach in accordance with the terms of the Operative Documents together with

the analyses that specifically identified breaches of Countrywide's loan-level reprcsentations and

warranties and requested that Countrywide comply with its obI igations to repurchase or cure

non-conforming loans.

163. To date, Ambac has notified Countrywide of breaches of representations

and warranties with respect to 5,734 loans. Countrywide has agreed to repurchase only 460 of

the loans identified.

66
164. Countrywide's deliberate frustration of the repurchase remedy further

compounds the harm to Ambac. By what amounts to virtually a wholesale rejection of Ambac's

repurchase, cure, or substitution demands, Countrywide has made clear that it does not intend to

honor in any meaningful way its obligation to repurchase or cure the non-conforming loans.

165. Instead of timely complying with Ambac's repurchase requests,

Countrywide has executed a delay-and-defer strategy, refusing to comply with the overwhelming

majority of its repurchase obligations. From the outset, Countrywide unilaterally imposed extra-

contractual conditions on its repurchase ofloans with evident breaches on a loan-by-loan basis.

Under the direction and with the participation of Bank of America, Countrywide demanded that

Ambac engage in protracted, multi-step reviews and negotiations of the detailed breaches. In the

meantime, Ambac has paid extraordinary sums to cover amounts due to the insured investors as a

result of the staggering numbers of defaulted loans.

166. Countrywide's conduct demonstrates that it has not complied with, and

does not intend to honor in any meaningful or timely manner, its obligations to repurchase, cure

or substitute non-conforming loans. Rather, Countrywide's actions-at all times at the direction

of Bank of America-have compounded the harm resulting from its origination and sale of the

defective loans into the Transactions by frustration of the repurchase-cure-or-substitute protocol.

Upon information and belief, Bank of America's delay-and-defer strategy in responding to

Ambac's repurchase demands is designed to avoid recognizing in its financial statements the

extraordinary off-balance sheet liability attributable to Countrywide's contractual obligations.

I. Plaintiffs are Entitled to Relief

167. Ambac would not have participated in the Transactions and issued its

Policies had it known of Countrywide's fraud or pervasive and material breaches of its

67
representations and warranties. Countrywide's pervasive misrepresentations and breaches pierce

the very heart-and amount to a total repudiation---of the bargain struck by the parties. The loan

portfolios Countrywide sold into the Transactions did not have the attributes or bear any

resemblance to what Countrywide represented and warranted would be transferred.

Countrywide's deliberate frustration of the loan-level contractual remedy further compounds the

haml from its breaches.

168. Despite repeated attempts by Ambac to address Countrywide's breaches,

Countrywide, at Bank of America's direction, has continued to delay, without offering any

meaningful resolution. In the meantime, Ambac has incurred significant harm, and is incurring

significant harm, as a consequence of Countrywide's malfeasance, including the payment of over

$466 million in claim payments to date, lost-opportunity costs on those amounts and the reserves

Ambac must maintain relating to the future anticipated claims on the Transactions.

J. As Countrywide's Successor, Bank of America is


Vicariously Liable for Countrywide's Actions

169. As Countrywide's successor in liability, Bank of America is jointly and

severally liable for any and all damages resulting to Plaintiffs from the wrongful actions of

Countrywide. Bank of America itself has acknowledged that its acquisition of all of

Countrywide's assets through an all-stock transaction on July 1. 2008 was a '·merger.'01 19 In a

July 2008 press release, Barbara Desoer, identified as the head of the "combined mortgage, home

equity and insurance businesses" of Bank of America and Countrywide, said: "Now we begin to

119 Bank of America, Annual Report for Fiscal Year 2008 (Form 10-K), at 100-01 (Mar. 9, 2009) ("On
July 1, 2008, we acquired Countrywide through its merger with a subsidiary of the Corporation in
exchange for stock with a value of $4.2 billion. Under the terms of the agreement, Countrywide
shareholders received 0.1822 of a share of Bank of America Corporation common stock in exchange for
each share of Countrywide common stock. The acquisition of Countrywide significantly improved our
mortgage originating and servicing capabilities, making us a leading mortgage originator and servicer.").

68
combine the two companies and prepare to introduce our new name and way of operating.,,120

According to Bank of America, it "anticipates substantial cost savings from combining the two

companies," from eliminating employment positions, and from reducing overlapping technology,

vendor and marketing expenses. 121 Desoer added that "the company is expected to benefit by

leveraging its broad product set to deepen relationships with existing Countrywide customers.,,122

Desoer was also interviewed for the May 2009 issue of Housing Wire, which reported that "[o]ne

of the assets [Bank of America] acquired with Countrywide was a vast technology platform for

originating and servicing loans, and Desoer says that the bank will be migrating some aspects of

BofA's mortgage operations over to Countrywide's platforms." Desoer was quoted as saying,

"[w]e're done with defining the target, and we're in the middle of doing the development work

to prepare us to be able to do the conversion of the part of the portfolio going to the legacy

Countrywide platforms." Mozilo stated in another press release that "the combination of

Countrywide and Bank of America will create one of the most powerful mortgage franchises in

the world.,,123 And in its 2008 Annual Report, Bank of America confinned that by acquiring

Countrywide it became the "No. I provider of both mortgage originations and servicing" and "as

a combined company," it would be recognized as a "responsible lender who is committed to

helping our customers become successful homeowners.,,124

170. Bank of America has reported to the SEC that on November 7, 2008,

120 Bank of America. Bank ofAmerica Compleles Cuul1lrywide Financial Purchase, July I, 2008,
available at http://newsroom.bankofamerica.com/index.php?s=43&item~8202.
121 Bank of America, Bank ofAmerica Compleles Counlrywide Financial Purchase, July 1,2008,
available at http://newsroom.bankofamerica.com/index.php''s=43&item=8202.
In Bank of America, Bank ofAmerica Compleles Counlrywide Financial Purchase, July 1,2008,
available at http://newsroom.bankofamerica.com/index.php?s=43&item~8202.
123 Bank of America, Bank ofAmerica Agrees 10 Purchase Countrywide Financial Corp., Jan. II, 2008,
available at http://newsroom.bankofamerica.com/index.php?s=43&item~7956.
124 Bank of America, 2008 Annual Reporl, Mar. 9, 2009, at 14, available at http://media.corporate-
iLnet/media_files/iroll7 117 I 595/reports/2008_ AR.pdf (emphasis added).

69
Countrywide Financial and Countrywide Home "transferred substantially all of their assets and

operations to [Bank of America].,,125 This transfer of assets was "in connection with the

integration of Countrywide Financial Corporation ... with [Bank of America's] other businesses

and operations.",26 A California federal court recently found that since the merger,

"Countrywide's remaining operations and employees have been transferred to Bank of America,

and Bank of America ceased using the Countrywide name in April 2009.,,127 And the New York

Supreme Court has denied the defendants' motion to dismiss another monoline insurer's

successor and vicarious liability claim against Bank of America. 128 Countrywide also ceased

submitting filings to the SEC, which are now submitted as part of Bank of America's filings.

Further, Bank of America has taken responsibility for Countrywide's pre-merger liabilities,

including restructuring hundreds of thousands ofloans created and serviced by Countrywide.

171. A spokesperson for Bank of America confirmed: "We bought the

company and all of its assets and liabilities.,,'29 Similarly, a January 23, 2009 New York Times

article quoted Kenneth D. Lewis (who at the time was Bank of America's Chairman and CEO),

acknowledging that Bank of America had factored Countrywide's liabilities into the price it paid

to acquire Countrywide: "We looked at every aspect of the deaL from their assets to potential

lawsuits and we think we have a price that is a good price."

J 72. Consistent with its assumption of Countrywide's liabilities, on October 6,

125 Bank of America Corporation, Current Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 (Form 8-K), Item 8.01 (Nov. 10,2008),
126 Bank of America Corporation, Current Report Pursuantto Section 13 or 15(d) of the Securities
Exchange Act of 1934 (Form 8-K), Item 8.01 (Nov. 10,2008).
127 SEC v. Mozilo, No. 09-CY-3994, slip op. at 3 n.2 (CD. Cal. Sept. 16,2010).
'" MBIA Ins. Corp. v. Countrywide Home Loans. Inc. et al., Index No. 602825-08, slip op. (N.Y. Sup. Ct.
April 27, 2010).
129 Amy Miller, Countrvwide in Crosshairs as Mortgage Crisis Fuels Litigation, CORPORATE COUNSEL,
Feb. 22, 2008.

70
2008, Bank of America settled lawsuits brought against Countrywide by state Attorneys General

by agreeing to loan modifications for 390,000 borrowers, an agreement valued up to $8.4 billion.

Bank of America also agreed to pay $150 million to help Countrywide customers who were

already in or were at serious risk of foreclosure, and an additional $70 million to help

Countrywide customers who had already lost their homes to make the transition to other living

arrangements. In 2008, Bank of America restructured 300,000 home loans of which 87% had

been originated or serviced by Countrywide. In announcing that its loan modification program

known as the National Homeowners Retention Program ("NHRP") will now have a "principal

forgiveness" component, Bank of America noted that it "developed and launched the NHRP ...

to provide assistance to Countrywide borrowers.,,130 Further, under the 1&1 Agreements for each

of the Transactions, Countrywide is defined to include its "successors and assigns.,,!3!

173. Upon infonnation and belief, Bank of America has been operating

Countrywide Home effectively as a mere division of Bank of America. To that end, on April 27,

2009, Bank of America announced that "[t]he Countrywide brand has been retired:' Bank of

America advised that it is operating the Countrywide home loan and mortgage business as a

"division" named Bank of America Home Loans, which "represents the combined operations of

Bank of America's mortgage and home equity business and Countrywide Home Loans.,,132 The

Bank of America Home Loans division is headquartered at Countrywide's offices in Calabasas,

130 Bank of America. Bank ofAmerica Introduces Earned Principal Forgiveness Among Enhancements to
Its National Homeownership Retention Program. March 24, 2010, available at
http://newsroom.bankofamerica.com/index.php?s=4J&item~8662.

!3I CWHEQ 2005-F 1&1 Agreement § \.01 (" 'Countrywide' means Countrywide Home ... , as a Seller
under the [MLPA], as Administrator under the Administration Agreement and as a Master Servicer under
the [SSA], and any successor thereto under any such agreement."); CWHEQ 2006-S I 1&1 Agreement §
1.01 ("Countrywide means Countrywide Home ... , as a Seller under the [PSA], and any successor
thereto under such agreement.").
Il2 Bank of America, Bank ofAmerica Responds to Consumer Desirefor Increased Transparency in
Home Loan Process with Tools that Clarify Mortgage Terms and Foster Informed Homeownership. April
27,2009, available at: http://newsroom.bankofamerica.com/index.php'7F4J&item=8440.

71
California. Further, Bank of America's website states that "Countrywide customers ... have

access to Bank of America's 6,100 banking centers.,,1JJ Countrywide's former website redirects

customers to Bank of America's website.

174. Reflecting, among other things, the continuation in interests between the

corporate entities, and Bank of America's assumption of Countrywide's obligations, among

other things, Bank of America employees have been directing and controlling the policies and

procedures that account for Countrywide's ongoing refusal to repurchase the vast majority of the

defective mortgage loans for which Ambac has demanded repurchase, cure, or substitution, and

Bank of America representatives have taken the lead role in discussions with Ambac regarding

Ambac's repurchase demands.

FIRST CAUSE OF ACTION

(Fraudulent Inducement Against Countrywide Financial,


Countrywide Home, and Countrywide Securities)

175. Plaintiffs re-allege and incorporate by reference paragraphs I through

174 of this Complaint.

176. As set forth above. Countrywide made materially false public statements,

and omitted material facts, with the intent to defraud the public and Ambac.

177. As a corporate parent, Countrywide Financial directed the activities of

Countrywide Home and Countrywide Securities. Countrywide Financial and Countrywide

Home were responsible for selecting the mortgage loans for the Transactions. Countrywide

Home was responsible for transferring the mortgage loans into the trusts, and entering into

agreements with the trusts, Ambac, and other parties. As part of its fraudulent scheme,

13J Bank of America, Bank ofAmerica Responds to Consumer Desire for Increased Transparency in
Home Loan Process with Tools that Clarify lv/ortgage Terms and Foster Informed Homeownership. April
27,2009, available at http://newsroom.bankofamerica.com/index.php?s=43&item=8440.

72
Countrywide needed, and fraudulently induced Ambac to provide, credit enhancement to

improve the marketability of the notes and certificates issued in connection with each of the

Transactions. Countrywide Securities, a broker-dealer, was responsible for off-loading the risks

associated with the mortgage loans originated by Countrywide Home, and underwriting and

managing the offering of the notes and certificates issued in connection the Transactions to

buyers in the secondary market. Countrywide Securities marketed the notes and certificates by

fraudulently representing that the mortgage loans had been originated consistent with

Countrywide's traditional underwriting standards, and the strength of Countrywide's reputation

for conservative lending practices and high quality loans.

178. Countrywide made materially false statements and omitted material facts

with the intent to defraud Ambac through pre-contractual communications between Ambac and

Countrywide otlicers. Absent Countrywide's fraudulent inducement, Ambac never would have

entered into the 1&1 Agreements or issued the Policies.

179. On numerous occasions between 2004 and the present, Countrywide

knowingly and with the intent to defraud, caused its employees and agents to submit materially

false and misleading documents to induce Ambac to enter into the 1&1 Agreements and issue the

Policies.

180. Countrywide, knowingly and with the intent to defraud, delivered to

Ambac materially false and misleading documents, including loan tapes, Operative Documents,

and the Prospectus Supplements, for each Transaction and fraudulently induced shadow ratings

by the rating agencies. Countrywide's representations regarding the mortgage loans underlying

the Transactions were materially false and misleading.

181. Ambac reasonably relied on Countrywide's statements and omissions

73
when it entered into the 1&1 Agreements and issued its Policies.

182. As a result of Countrywide's statements and omissions, Ambac insured

certain payments of principal and interest to the Noteholders from twelve pools of loans that had

a risk profile far higher than Countrywide led Ambac to understand.

183. As a result of Countrywide's false and misleading statements and

omissions, Plaintiffs have suffered, and wil1 continue to suffer, damages including claims

payments under the Policies.

184. Because Countrywide committed these acts and omissions maliciously,

wantonly, oppressively, and with the knowledge that they would affect the general public-

which they have-Plaintiffs are entitled to punitive damages.

SECOND CAUSE OF ACTION

(Material Breach of Each of the 1&1 Agreements Against Countrywide Home)

185. Plaintiffs re-allege and incorporate by reference paragraphs I through 184

of this Complaint.

186. Countrywide induced Ambac to enter into the 1&1 Agreements and to

issue its Policies by making extensive, express contractual representations and warranties

concerning Countrywide's operations and loan origination practices and the loans that

Countrywide caused to be sold to the Trusts, and by agreeing to broad remedies for breaches of

those representations and warranties.

187. Countrywide's representations and warranties, its covenants, and the broad

remedial provisions it afforded in the 1&1 Agreements were material to Ambac's decision to

insure each of the Transactions, and Ambac was induced thereby to enter into each 1&1

Agreement and perform its obligations thereunder.

74
188. The 1&1 Agreement in each Transaction is a valid and binding agreement

between Ambac and Countrywide.

189. Ambac has perfonned all of its obligations under the 1&1 Agreements.

190. Countrywide has materially breached the 1&1 Agreements.

191. Plaintiffs have been damaged and will continue to be damaged in an

amount to be detennined at trial.

THIRD CAUSE OF ACTION

(Breach of Representations and Warranties Against Countrywide Home)

192. Plaintiffs re-allege and incorporate by reference paragraphs 1 through 191

of this Complaint.

193. Countrywide has materially breached its representations and warranties

under Section 2.01 of the 1&1 Agreements, including the loan-level representations in the

MLPAs and PSAs incorporated by reference in the 1&1 Agreements.

194. Plaintiffs have been damaged and will continue to be damaged in an

amount to be determined at trial.

FOURTH CAUSE OF ACTION

(Breach of Repurchase, Cure, or Substitution Obligation Against Countrywide Home)

195. Plaintiffs re-allege and incorporate by reference paragraphs I through 194

of this Complaint.

196. Countrywide has materially breached its obligations under Sections 2.04

and 2.07 of the SSAs, Section 2.03 of the PSAs, and Section 2.02(a) of the 1&1 Agreements by

refusing to repurchase, cure, or provide substitutes for the vast majority of the loans that

breached Countrywide's representations and warranties and with respect to which notice of

75
breach has been provided by Ambac to Countrywide.

197. Plaintiffs have been damaged and will continue to be damaged in an

amount to be determined at trial.

FIFTH CAUSE OF ACTION

(Indemnification Against Countrywide Home)

198. Plaintiffs re-allege and incorporate by reference paragraphs 1 through

197 of this Complaint.

199. Pursuant to Section 3.04(a) of the 1&1 Agreements, Ambac is entitled to be

indemnified by Countrywide for all claims, losses, and liabilities of any nature arising out of or

relating to, among other things, the breach by Countrywide of any of its representations,

warranties or covenants contained in any of the Operative Documents, the misfeasance,

malfeasance, or gross negligence of Countrywide arising from or relating to the Operative

Documents related to any Transaction; the violation by Countrywide of any applicable law or

any untrue statement or alleged untrue statement of a material fact or material omission

contained in the Offering Documents.

200. Countrywide has breached numerous representations, warranties, and

covenants contained in the Operative Documents, has committed negligence and/or malfeasance

relating to the Operative Documents, and has materially misstated or failed to disclose material

facts in its Offering Documents, all of which has caused Ambac to pay claims and incur losses,

costs, and expenses, and Plaintiffs will continue to pay claims and incur losses, costs, and

expenses as a result of Countrywide's conduct.

SIXTH CAUSE OF ACTION

(Reimbursement for Claims Paid and Attorneys' Fees


and Costs Against Countrywide Home)

76
20 I. Plaintiffs re-allege and incorporate by reference paragraphs I through 200

of this Complaint.

202. Pursuant to Section 3.03(b) of the 1&1 Agreements, Countrywide agreed

to reimburse Ambac for any and all charges, fees, costs, and expenses paid or incurred in

connection with, among other things, enforcing, defending, or preserving Ambac's rights under

the Operative Documents and those arising as a result of Countrywide's failure to substitute for

or deposit an amount in respect of any defective mortgage loan as required pursuant to Section

3.02 of the MLPAs, Sections 2.04 and 2.07 of the SSAs, or Section 2.03 of the PSAs.

203. Ambac has incurred numerous expenses, including attorneys' fees and

expert fees, in order to enforce, defend, and preserve its rights under the relevant agreements,

and has made hundreds of millions of dollars in claim payments under the Policies as a result of

Countrywide's failure to repurchase, cure, or substitute defective mortgage loans as required by

the Operative Documents for the Transactions.

SEVENTH CAUSE OF ACTION

(Successor and Vicarious Liability Against Bank of America)

204. Plaintiffs re-allege and incorporate by reference paragraphs I through 203

of this Complaint.

205. Bank of America is jointly and severally liable for any and all damages

resulting from the wrongful actions of Countrywide because it is the successor in liability to all

of the three Countrywide defendants.

206. On July 1,2008, Bank of America acquired Countrywide Financial and

the other Countrywide Defendants through an all-stock transaction. Bank of America has

described the transaction as a merger, and is actively incorporating Countrywide's mortgage

business into Bank of America.

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207. On April 27, 2009, Bank of America announced that "[t]he Countrywide

brand has been retired. Instead, Bank of America will operate its home loan and mortgage

business through a new division named Bank of America Home Loans, which "represents the

combined operations of Bank of America's mortgage and home equity business and

Countrywide Home Loans." The integration of Countrywide into Bank of America was to be

completed by the end of2009. According to press reports, Bank of America Home Loans will

operate out of Countrywide's offices in Calabasas, California.

208. On November 7, 2008, Countrywide Financial and Countrywide Home

"transferred substantially all of their assets and operations to [Bank of America]." This transfer

of assets was "in connection with the integration of Countrywide Financial Corporation ... with

[Bank of America's] other businesses and operations."

209. Bank of America has also taken responsibility for Countrywide's pre-

merger liabilities, including restructuring hundreds of thousands of loans created and serviced by

Countrywide. As a spokesperson for Bank of America admitted: "We bought the company and

all of its assets and liabilities."

210. Moreover, in each of the 1&1 Agreements. Countrywide is defined to

include its "successors and assigns." Because Bank of America has merged with Countrywide

Financial, and acquired substantially all of the assets of all Countrywide Financial, Countrywide

Home, and Countrywide Securities, it is the successor in liability to Countrywide, and is jointly

and severally or otherwise vicariously liable for the wrongful conduct, of Countrywide Financial,

Countrywide Home, and Countrywide Securities.

PRAYER FOR RELIEF

WHEREFORE, Plaintiffs respectfully pray for the following relief:

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A. For an award of all legal, equitable, and punitive damages, to be
proven at trial, against Countrywide and Bank of America for
Countrywide's fraudulent inducement of Ambac's participation in
the Transactions and issuance of its Policies;

B. For an award of legal, equitable and any other damages to be


proven at trial, for Countrywide's and Bank of America's
pervasive and material breaches of their representations and
warranties, and contractual repurchase, cure, or substitution
obligations, constituting material breaches of the 1&1 Agreements
and frustration of the parties' bargains;

C. For an order compelling Countrywide and Bank of America to


comply with their obligations under Section 3.02 of the MLPAs,
Sections 2.04 and 2.07 of the SSAs, and Section 2.03 of the PSAs,
to repurchase, cure, or substitute the loans that breach
Countrywide's representations and warranties;

D. For an order of indemnification for the claim payments and other


losses and expenses Plaintiffs have paid or will pay in the future
under the Policies pursuant to Section 3.04(a) of the 1&1
Agreements;

E. For an order awarding reimbursement of claim payments that


Plaintiffs have made or will make as a result of Countrywide's and
Bank of America's failure to repurchase, cure, or substitute
breaching loans and Plaintiffs' attorneys' fees, and other costs and
expenses incurred in enforcing, defending, or preserving their
rights under the Operative Documents, pursuant to Section 3.03(b)
of the 1&1 Agreements, and interest thereon pursuant to Section
3.03(c) of the 1&1 Agreements;

F. For an order of prejudgment interest; and

G. For an Order awarding Plaintiffs such other and further relief as


the Court deems just and proper.

JURY DEMAND

Plaintiffs demands a trial by jury for all issues so triable as a matter of right.

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Dated: New York, New York
September 28, 2010

Respectfully submitted,

PATTERSON BELKNAP WEBB & TYLER LLP

Erik Haas (ehaas@pbwt.com)


Peter W. Tomlinson (pwtomlinson@pbwt.com)
1133 Avenue of the Americas
New York, New York 10036-6710
Telephone: (212) 336-2000
Fax: (212) 336-2222

Allorneys/iJr Amhac Assurance Corporation and


The Segregated Account ofAmhac Assurance Corporation

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